6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2023

Commission File Number 001-38208

Metalpha Technology Holding 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): ☐

EXPLANATORY NOTE

Metalpha Technology Holding Limited (the “Company”) is furnishing this report on Form 6-K to provide the six-month interim financial statements for the period ended September 30, 2022 and incorporate such financial statements into the Company’s registration statements referenced below.

This Form 6-K is hereby incorporated by reference into the registration statements of the Company on Form F-3 (Registration Number 333-251297) and on Form S-8 (Registration Number 333-255251), as amended, and into each prospectus outstanding under the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

1

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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
Date: March 31, 2023
	By:	/s/ Limin Liu
		Name:	Limin Liu
		Title:	Chief Executive Officer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Condensed Consolidated Financial Statements for the Six Months Ended September 30, 2022
101	Interactive Data Files (formatted as Inline XBRL)
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

3

Exhibit 99.1

METALPHA TECHNOLOGY HOLDING LIMITED

(FORMERLY DRAGON VICTORY INTERNATIONAL LIMITED)

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF SEPTEMBER 30, 2022 AND MARCH 31, 2022

(Amounts in U.S. dollars)

	Notes	As of<br> September 30,<br> 2022			As of<br> March 31, <br> 2022
		(Unaudited)			(Audited)
Assets
Non-current assets
Property and equipment	4		204,995			297,974
Right of use assets	5		328,864			385,044
Other assets			29,376			29,441
Total non-current assets			563,235			712,459
Current assets
Other receivables and prepayments	6		502,373			517,359
Loans receivables	7		8,060,849			9,383,903
Digital assets	8		44,505,633			8,438,027
Cash and cash equivalents	9		7,271,584			5,286,991
Total current assets			60,340,439			23,626,280
Total assets			60,903,674			24,338,739
Equity
Share capital	10		2,690			2,360
Additional paid-in capital			29,783,140			26,483,470
Warrants reserves	10		10,488,018			6,063,086
Statutory reserves			589,659			589,659
Accumulated deficit			(25,759,435	)		(20,382,304	)
Accumulated other comprehensive (loss) income			(773,988	)		34,771
Equity attributable to owners of the Company			14,330,084			12,791,042
Non-controlling interests	10		1,901,482			1,410,630
Total equity			16,231,566			14,201,672
Liabilities
Non-current liabilities
Lease liabilities	5		150,032			105,540
Total non-current liabilities			150,032			105,540
Current liabilities
Accounts and other payables	11		4,414,257			1,509,844
Digital assets payables	12		37,873,434			6,200,109
Taxes payable			2,062,889			2,058,367
Lease liabilities	5		171,496			263,207
Total current liabilities			44,522,076			10,031,527
Total liabilities			44,672,108			10,137,067
Total equity and liabilities			60,903,674			24,338,739

The accompanying notes form an integral part of these condensed consolidated financial statements.

F-1

METALPHA TECHNOLOGY HOLDING LIMITED

(FORMERLY DRAGON VICTORY INTERNATIONAL LIMITED)

CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND COMPREHENSIVE (LOSS) INCOME

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Amounts in U.S. dollars)

		For the six months ended<br> <br>September 30,
	Notes	2022			2021
		(Unaudited)			(Unaudited)
					(Restated)
Revenue
- Supply chain management platform service fee	13		432,263			1,230,919
- Fair value change of proprietary trading digital assets	13		3,938,870			-
Total revenue			4,371,133			1,230,919
Cost of revenue	14		192,681			214,418
Selling and promotion expenses	15		657,238			3,792,621
Consultation service expenses	16		2,322,212			-
General and administrative expenses	17		1,458,123			2,739,653
Total operating expenses			4,437,573			6,532,274
Results from operating activities			(259,121	)		(5,515,773	)
Other income			119,841			1,182
Other expenses			(119,656	)		(9,869	)
Share purchase warrants expenses	10		(4,424,932	)		-
Finance income			5,013			107,151
Finance costs			(7,527	)		(1,944,656	)
Net finance costs	18		(2,514	)		(1,837,505	)
Loss before income tax			(4,686,382	)		(7,361,965	)
Income tax expense	19		(199,897	)		-
Loss for the period			(4,886,279	)		(7,361,965	)
Income (loss) attributable to:
Owners of the Company			(5,377,131	)		(7,353,732	)
Non-controlling interests			490,852			(8,233	)
			(4,886,279	)		(7,361,965	)
Other comprehensive (loss) income
Foreign operation – foreign currency translation differences			(808,759	)		335,536
Total comprehensive loss for the period			(5,695,038	)		(7,026,429	)
Total comprehensive loss attributable to:
Owners of the Company			(6,185,890	)		(7,058,447	)
Non-controlling interests			490,852			32,018
			(5,695,038	)		(7,026,429	)
Loss per share attributable to owners of the Company
Basic and diluted loss per share	22		(0.22	)		(0.42	)

The accompanying notes form an integral part of these condensed consolidated financial statements.

F-2

METALPHA TECHNOLOGY HOLDING LIMITED

(FORMERLY DRAGON VICTORY INTERNATIONAL LIMITED)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Amounts in U.S. dollars)

		Available<br> to owners of the Company
		Ordinary<br> Shares			Additional								Accumulated<br> <br> other				Non-
	Note	Shares		Amount	paid-in<br> capital	Shares to<br><br>  be issued			Warrants<br> reserves	Statutory<br> reserves	Accumulated<br> deficit		comprehensive<br> loss (income)		Subtotal		controlling<br> interests		Totals
				US	US				US	US	US		US		US		US		US
Balances<br> at April 1, 2021 (Unaudited) (Restated)			13,263,066				195,600					)		)				)
Net<br> loss for the period			-				-					)				)		)		)
Conversion<br> of convertible debenture into ordinary shares	(a)		5,155,305				(195,600	)
Ordinary<br> shares issued under employee plans			890,000				19
Changes<br> in non- controlling interest due to changes in ownership of partially owned subsidiary			-				-					)				)
Foreign<br> operation – foreign currency translation differences			-				-
Balances<br> at September 30, 2021 (Unaudited) (Restated)			19,308,371				19					)		)				)
Balances<br> at April 1, 2022 (Unaudited)			23,598,371				-					)
Net<br> loss for the period			-				-					)				)				)
Issuance<br> of share purchase warrants			-				-
Shares<br> issued on private placement (Note 10)			3,300,000				-
Foreign<br> operation – foreign currency translation differences			-				-							)		)				)
Balances<br> at September 30, 2022 (Unaudited)			26,898,371				-					)		)

All values are in US Dollars.

Note:

(a)	In June 2021, the holder of the convertible note early redeemed<br>the convertible note in full with the issue of 5,155,305 ordinary shares.

The accompanying notes form an integral part of these condensed consolidated financial statements.

F-3

METALPHA TECHNOLOGY HOLDING LIMITED

(FORMERLY DRAGON VICTORY INTERNATIONAL LIMITED)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Amounts in U.S. dollars)

	For the six months ended<br> September 30,
	2022		2021
	(Unaudited)		(Unaudited)
			(Restated)
Cash flows from operating activities
Loss before income tax	(4,686,382	)		(7,361,965	)
Adjustments for
Finance income	(5,013	)		(107,151	)
Finance costs	7,527			1,944,656
Fair value change of proprietary trading digital assets	(3,938,870	)		-
Depreciation of property and equipment	75,164			28,797
Depreciation of right of use assets	115,505			71,226
Loss on disposal of property and equipment	7,057			-
Share-based compensation	-			1,468,800
Share purchase warrants expenses	4,424,932			-
Changes in assets and liabilities
Decrease/(increase) in other receivables and prepayments	255,989			(1,343,315	)
Increase in advance to suppliers	(172,389	)		-
Increase in accounts and other payables	2,238,982			412,663
Net cash used in operating activities	(1,677,498	)		(4,886,289	)
Cash flows from investing activities
Interest received	5,013			107,151
(Increase)/decrease in loans receivables	(1,794,000	)		3,009,206
Purchase of property and equipment	(15,055	)		(281,211	)
Decrease/(increase) in related party receivables	2,114,496			(2,733,476	)
Net cash provided by investing activities	310,454			101,670
Cash flows from financing activities
Proceeds from shares issued on private placement	3,300,000			-
Proceeds from issuance of convertible notes, net	-			5,419,972
Increase in related parties payable	220,677			-
Payment of principal portion of lease liabilities	(109,634	)		(79,491	)
Interest paid	(7,527	)		(5,166	)
Net cash provided by financing activities	3,403,516			5,335,315
Net Increase of Cash and Cash Equivalents	2,036,472			550,696
Effect of foreign currency translation on cash and cash equivalents	(51,879	)		242,439
Cash and cash equivalents–beginning of the period	5,286,991			982,538
Cash and cash equivalents–end of the period	7,271,584			1,775,673

F-4

Reconciliation of movement of liabilities to cash flows arising from financing activities
	Lease liabilities
	US
Balance as of April 1, 2021
Changes from financing cash flow
Lease payment		)
Interest paid
Total changes from financing cash flow		)
Other changes
New leases
Exchange realignments
Total other changes
Balance as of September 30, 2021
Balance as of April 1, 2022
Changes from financing cash flow
Lease payment		)
Interest paid
Total changes from financing cash flow		)
Other changes
New leases
Exchange realignments		)
Total other changes
Balance as of September 30, 2022

All values are in US Dollars.

Significant non-cash transactions

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Non-cash investing and financing activities

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Non-cash investing and financing activities for the periods ended September 30, 2022 and 2021, as disclosed in the note, are:

(i)	Capitalized US$79,533 (2021: US$425,922) in right of use assets and US$79,533 (2021: US$425,922) in lease liabilities.

The accompanying notes form an integral part of these condensed consolidated financial statements.

F-5

METALPHA TECHNOLOGY HOLDING LIMITED

(FORMERLY DRAGON VICTORY INTERNATIONAL LIMITED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

1.	BUSINESS AND ORGANIZATION

Metalpha Technology Holding Limited (“the Company”), formerly Dragon Victory International Limited, was formed in the Cayman Islands on July 19, 2015. The Company operates through its PRC operating entities and Metalpha Limited, a company incorporated in the British Virgin Islands. The PRC operating entities currently have one line of business, namely, supply chain management platform services. Metalpha Limited operates cryptocurrency derivative product services in Hong Kong.

On September 21, 2022, the Company transferred 100% of the equity interest in Radiant Alpha Limited, a wholly-owned subsidiary of Metalpha Limited to Antalpha Technologies Holdings Limited (“Antalpha”), the minority shareholder of Metalpha Limited, for a consideration of US$1. Radiant Alpha Limited has no operations as at the date of the disposal.

On November 15, 2022, the shareholders of the Company approved the change of the name of the Company from “Dragon Victory International Limited” to “Metalpha Technology Holding Limited”.

Particulars of subsidiaries of the Company are as below:

****	Place of incorporation	Issued share		Principal	Percentage of shareholding%					****
Company	and operation	capital		activities	Direct			Indirect
Sweet Lollipop Co., Ltd. (“Sweet Lollipop”)	British Virgin Islands		US$50,000	Investment holding		100	%		-
Metalpha Holding (HK) Limited (formerly known as “Long Yun International Holdings Limited”)	Hong Kong		HK$10,000	Investment holding		-			100	%
HangZhou Longyun Network Technology Co., Ltd (“HangZhou Longyun”) ^(1)^	People’s Republic of China (“PRC”)		RMB7,745,000	Crowdfunding and incubation business		-			-
Hangzhou Dacheng Investment Management Co., Ltd. (“Hangzhou Dacheng”)	PRC		RMB47,497,000	Investment holding		-			100	%
Dacheng Liantong Zhejiang Information Technology Co., Ltd (“Dacheng Liantong”)^(1)^	PRC		RMB8,000,000	Supply chain management platform services		-			-
Hangzhou Xuzhihang Supply Chain Management Co., Ltd. (“Hangzhou Xuzhihang”) ^(1)^	PRC		RMB1,000,000	Supply chain management platform services		-			-
Meta Rich Limited	British Virgin Islands		US$1	Investment holding		-			100	%
LSQ Capital Limited	Hong Kong		HK$2,000,000	Advising on securities and asset management		-			100	%
Metalpha Limited	British Virgin Islands		US$4,000,000	Proprietary trading of digital assets		-			51	%
LSQ Investment Limited	Hong Kong		HK$1	Inactive		-			100	%
Hangzhou Taikexi Dacheng Automobile Technology Service<br> Co. Ltd.	PRC		RMB8,700,000	Inactive		-			60	%

Notes:

(1)	On March 20, 2018, the Company’s indirectly wholly-owned subsidiary, Hangzhou Dacheng, and HangZhou Longyun signed agreements to give Hangzhou Dacheng the exclusive control over HangZhou Longyun’s management and operations. The purpose and design of the agreements between Hangzhou Dacheng and HangZhou Longyun, was to consolidate Hangzhou Longyun under the Company by way of common control. As both the Company and HangZhou Longyun are commonly control by Mr. Yu Han and Ms. Koulin Han, both immediately before and after the acquisition, this transaction was accounted for as a merger under common control, using merger accounting as if the merger had been consummated at the beginning of the earliest period presented, and no gain or loss was recognized. All the assets and liabilities of HangZhou Longyun are carried using their original basis. Hence, HangZhou Longyun was consolidated under the Company since its inception due to the purpose and design of the establishment of the agreements. Dacheng Liantong and Hangzhou Xuzhihang are the indirectly owned subsidiaries of HangZhou Longyun.
(2)	Shenzhen Guanpeng International Technology Co., Ltd (“Guanpeng”), an indirectly wholly-owned<br>subsidiary of the Company established on August 3, 2018, has been deregistered on May 24, 2022.
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F-6

2.	BASIS OF PRESENTATION AND CONSOLIDATION

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2.1)	Principles of Presentation

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The condensed consolidated financial statements of the Company have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). This basis of accounting involves the application of accrual accounting and consequently, revenue and gains are recognized when earned, and expenses and losses are recognized when incurred. The Company’s condensed consolidated financial statements are expressed in U.S. dollars (“US$”).

These condensed consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements included in the Company’s annual report on Form 20-F for the year ended March 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 16, 2023. Certain disclosures included in the annual financial statements have been condensed or omitted from these condensed consolidated financial statements as they are not required for interim financial statements under IAS and the rules of the SEC.

These condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year.

The Company has disclosed its condensed consolidated financial statements under International Financial Reporting Standards (“IFRS”) for the six months ended September 30, 2022 and 2021. The latest consolidated financial statements under generally accepted accounting principles (U.S. GAAP) were prepared for the year ended March 31, 2021, and the date of transition to IFRS is April 1, 2020. The comparative amounts for the six months ended September 30, 2021 has been restated.

2.2)	Recent Accounting Pronouncements

There were no recent accounting pronouncements adopted by the Company.

3.	SIGNIFICANT ACCOUNTING POLICIES

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The accounting policies applied in these condensed consolidated financial statements are the same as those applied in the most recent annual audited consolidated financial statements issued on August 16, 2022.

4.	PROPERTY AND EQUIPMENT

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	Computer and  equipment		Automobiles		Total
	US		US		US
Cost
As of April 1, 2021
Additions
Acquisition of a subsidiary
Exchange realignment
As of March 31, 2022
Additions
Disposals		)				)
Exchange realignment		)		)		)
As of September 30, 2022
Accumulated depreciation
As of April 1, 2021
Depreciation for the year
Exchange realignment		)		)		)
As of March 31, 2022
Depreciation for the period
Disposals		)				)
Exchange realignment		)		)		)
As of September 30, 2022
Carrying amounts
As of September 30, 2022
As of March 31, 2022

All values are in US Dollars.

F-7

5.	RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

(a) Right-of-use assets

The Company has entered into leases of buildings, which are used for the Company’s operations. Leases of buildings have lease terms of between over one and six years (March 31, 2022: over one and six years).

	September 30, 2022		March 31, 2022
	US		US
Cost:
At beginning of period/year
Addition during the period/year
Exchange realignment		)
At end of period/year
Accumulated depreciation:
At beginning of period/year
Depreciation for the period/year
Exchange realignment		)
At end of period/year
Net carrying amount:

All values are in US Dollars.

(b) Lease liabilities

Set out below are the carrying amounts of lease liabilities and the movements during the period/year:

	September 30,<br> 2022		March 31, <br> 2022
	US		US
At beginning of period/year
Additions to lease liabilities
Interest charged
Payment		)		)
Exchange realignment		)
At end of period/year

All values are in US Dollars.

Presentation on:

Condensed Consolidated Statements of Financial Position:

	As of <br> September 30,<br> 2022 US	As of <br> March 31, <br> 2021 US
Current
Non-current
Total

All values are in US Dollars.

F-8

The following are the contractual undiscounted cash outflows of lease liabilities for the maturity analysis:

	Within<br> 1 year	Over 1 year	Total
	US	US	US
September 30, 2022
March 31, 2022

All values are in US Dollars.

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The effective interest rate applied to the lease liabilities recognized in the condensed consolidated statements of financial position range from 4.75% to 4.90% per annum (March 31, 2022: 4.75% to 4.90% per annum).

6.	OTHER RECEIVABLES AND PREPAYMENTS

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Other receivables and prepayments consisted of the following:

	As<br> of<br> September 30, 2022 US		As<br> of<br> March 31, 2022 US
Advance to service providers
Prepaid tax
Prepaid insurance
Others
Allowance for doubtful accounts		)		)

All values are in US Dollars.

Movements of allowance for doubtful accounts as followings:

	September 30,<br> 2022		March 31, <br> 2022
	US		US
At beginning of period/year
Exchange realignments		)
At end of period/year

All values are in US Dollars.

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7.	LOANS RECEIVABLES
	As<br> of<br> September 30, 2022	As of<br>March 31, 2022
---	---	---
	US	US
Loans to third parties (Note (a))
Loans to a related party (Note (b))

All values are in US Dollars.

Notes:

(a)

The advances granted to independent third parties are unsecured (March 31, 2022: unsecured), except for<br>US$3,938,989 (March 31, 2022: US$2,070,421) bearing a fixed interest rate at 5% per annum (March 31, 2022: 5% per annum),<br>the remaining loans being interest free (March 31, 2022: interest free), and repayable within 12 months (March 31, 2022: 12 months) from<br>the period end date as of September 30, 2022.

(b)	As of March 31, 2022, the advances granted to Hangzhou Yuao Venture Capital Co., Ltd, a company controlled by the legal representative of Guanpeng, amounted to US$2,245,200 are bearing a fixed interest rate at 5% per annum. As of September 30, 2022, the balance has been reclassified to loans to third parties, as Guanpeng has been deregistered on May 24, 2022.

An impairment analysis is performed on loan receivables at each reporting date and expected credit losses are estimated by applying a loss rate approach with reference to the historical credit records of the Company’s borrowers. The loss rate is adjusted to reflect the current conditions and forecasts of future economic conditions, as appropriate. According to historical experience, all of the proceeds have been received within their due date, and therefore, management considers the probability of default is minimal as of September 30, 2022.

F-9

8.	DIGITAL ASSETS
	As<br> of<br> September 30, 2022	As<br> of<br> March 31,<br> 2022
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	US	US
Digital assets held on exchange institutions

All values are in US Dollars.

The digital assets held on third party exchange institutions are measured at fair value. They represented balance of digital assets attributable to the Company held in shared wallets of the third party exchanges.

The balance is measured at fair value through profit or loss.

Fair value loss of approximately US$1,330,133 (2021: Nil) from remeasurement of digital assets for the six months ended September 30, 2022.

9.	CASH AND CASH EQUIVALENTS
	As<br> of<br> September 30, 2022 US	As<br> of<br> March 31, 2022 US
---	---	---
Bank balances

All values are in US Dollars.

The Company had the cash and cash equivalents in the following currencies:

	As<br> of<br> March 31, 2022 US
US
HKD
RMB

All values are in US Dollars.

The cash and cash equivalents of US$477,713 (March 31, 2022: US$369,035) are located in mainland China. RMB is not a freely convertible currency and the remittance of funds out of mainland China is subject to exchange restrictions imposed by the PRC government.

F-10

10.	CAPITAL, RESERVES AND NON-CONTROLLING INTERESTS

(i) Share capital and additional paid-in capital

The addition of share capital and additional paid-in capital represented the issue of 3,300,000 ordinary shares in private placement on August 2, 2022.

(ii) Share purchase warrants

A continuity schedule of outstanding share purchase warrants and fair value charged to profit or loss are as follows:

	****<br><br>Number Outstanding		Weighted Average Exercise Price	Fair value charged to profit or loss
			US	US
Balance - April 1, 2021		-
Issued		17,800,000
Balance - March 31, 2022		17,800,000
Issued		7,300,000
Balance – September 30, 2022		25,100,000

All values are in US Dollars.

On October 27, 2021, the Company issued 1,800,000 share purchase warrants to consultants, exercisable at the lower of (i) $1.50 per share or (ii) 88% of the lowest daily volume-weighted average price, for a period of five years.

On October 29, 2021, the Company issue warrants to Natural Selection Capital Holdings Limited (the “Consulting Company”) to purchase an aggregate of 14,000,000 ordinary shares, par value US$0.0001 per share of the Company with each such warrant expiring on the tenth anniversary from the date on which the Consulting Company warrants become exercisable, which exercise date shall be the later of: (i) the one year anniversary date of the issuance of such Consulting Company warrants (such one-year period following the date of the issuance of such Consulting Company warrants, and (ii) the applicable vesting date. The warrants are described below:

(i)	3,500,000 share purchase warrants exercisable at $1.00 per share,
(iii)	3,500,000 share purchase warrants exercisable at $1.50 per share, and
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(iv)	7,000,000 share purchase warrants exercisable at $2.50 per share.
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On November 30, 2021, the Company issued 2,000,000 share purchase warrants to Mr. Ming Ni, a consultant, appointed as director of the Company on December 9, 2021, which are exercisable at the lower of (i) $1.50 per share or (ii) 88% of the lowest daily volume-weighted average price, for a period of five years.

On May 10, 2022, the Company issued 200,000 share purchase warrants to an employee of the Company which are exercisable at the lower of (i) $1.50 per share or (ii) 88% of the lowest daily volume-weighted average price, for a period of five years.

On May 26, 2022, the Company issued 500,000 share purchase warrants to consultants of the Company which are exercisable at the lower of (i) $1.50 per share or (ii) 88% of the lowest daily volume-weighted average price, for a period of five years.

On July 2022, the Company issued 6,600,000 share purchase warrants to consultants and employees of the Company, which are exercisable at the lower of (i) $1.00 per share or (ii) 88% of the lowest daily volume-weighted average price, for a period of five years.

F-11

The Company used the following assumptions in calculating the fair value of the warrants for the period ended:

	September 30,2022
Risk-free interest rate	1.14%-2.87%
Expected life of warrants	5-10
Volatility	80.59%-121.32%
Weighted average fair value per warrant (US$)	0.37-1.29

At September 30, 2022, the Company had share purchase warrants outstanding as follows:

	Warrants<br><br> outstanding		Fair value at<br> issue date	Fair value<br> charged for<br> current period	Exercise<br> price	Weighted average<br><br> remaining life
Expiry Date			US	US	US	(years)
October 29, 2031		3,500,000					9
October 29, 2031		3,500,000					9
October 29, 2031		7,000,000					9
October 27, 2026		1,800,000					4
October 30, 2026		2,000,000					4
May 10, 2027		200,000					5
May 26, 2027		500,000					5
July 22, 2027		440,000					5
July 25, 2027		3,780,000					5
July 26, 2027		400,000					5
July 27, 2027		1,000,000					5
July 28, 2027		980,000					5
Total		25,100,000

All values are in US Dollars.

F-12

(iii) Non-controlling interests

	Taikexi		Shenzhen<br> Guanpeng		Dacheng<br> Liantong		Hangzhou<br> Xu Zhihang	Metalpha	Total
	US		US		US		US	US	US
As of April 1, 2021		)		)		)				)
Net loss		)		)						)
Changes in non-controlling interest due to changes in ownership of partially owned subsidiary
As of September 30, 2021		)		)						)
As of April 1, 2022		)		)
Net (loss) profit		)
As of September 30, 2022		)		)

All values are in US Dollars.

11.	ACCOUNTS AND OTHER PAYABLES
	As of<br>September<br> 30,  2022	As of<br>March 31,<br> 2022
---	---	---
	US	US
Accounts payables
Other payables and accrued charges (Note (a))
Amount due to related parties
Total

All values are in US Dollars.

Note:

(a)	Other payables and accrued charges mainly included customer<br>advances, wage payables and accrual charges. Other payables are non-interest-bearing and are expected to be settled within one year.

The amount due to related parties are unsecured, interest-free and repayable on demand.

12.	DIGITAL ASSETS PAYABLES
	As of<br>September<br> 30, 2022	As of<br>March 31,<br> 2022
---	---	---
	US	US
Digital assets payables to a non-controlling shareholder
Digital assets payables to third parties
Total

All values are in US Dollars.

These payables were unsecured, interest-free, and repayable by an agreed amount of digital assets as stipulated in the Digital Asset Trading Agreements.

The digital assets payables are measured at fair value through profit or loss and refer to Note 20(a) to the condensed consolidated financial statement for the details of fair value analysis.

F-13

13.	REVENUE
	For the six months ended September 30,
---	---	---
	2022	2021
	US	US
Supply chain management platform service fee
Fair value change of proprietary trading digital assets
Total revenue

All values are in US Dollars.

14.	COST OF REVENUE
	For the six months ended September 30,
---	---	---
	2022	2021
	US	US
Cost of supply chain management platform service

All values are in US Dollars.

15.	SELLING AND PROMOTION EXPENSES
	For the six months ended September 30,
---	---	---
	2022	2021
	US	US
Marketing and promotional expenditures

All values are in US Dollars.

---

16.	CONSULTATION SERVICE EXPENSES

The consultation services expenses represented consultation fees to external consultants who provided consultation services on cryptocurrencies trading to the Company.

17.	GENERAL AND ADMINISTRATIVEEXPENSES

The following items have been included in arriving at general and administrative expenses:

	For the six months ended September 30,
	2022	2021
	US	US
		(Restated)
Professional fees
Wages and benefits
Travelling expenses
Depreciation of property and equipment
Depreciation of right of use assets
Meals and entertainment
Share-based compensation
Office expenses
Insurance costs
Other

All values are in US Dollars.

F-14

18.	NET FINANCE COSTS
	For the six months ended September 30,
---	---	---	---	---
	2022		2021
	US		US
			(Restated)
Interest income
Finance income
Interest expense				)
Interest on lease arrangements		)		)
Finance cost		)		)
Net finance cost		)		)

All values are in US Dollars.

19.	INCOME TAX EXPENSE

---

The Company is formed in Cayman Islands and is not subject to tax on its income or capital gains. In addition, upon payments of dividends by the Company to its shareholders, no Cayman Islands withholding tax is imposed.

The Company’s subsidiary formed in British Virgin Island is not subject to tax on its income or capital gains. In addition, upon payments of dividends by the Company to its shareholders, no British Virgin Island withholding tax is imposed.

The Company’s subsidiary formed in Hong Kong is subject to the profits tax on the taxable income derived from its activities conducted in Hong Kong. The applicable tax rate is 16.5% in Hong Kong. From year of assessment of 2019/2020 onwards, Hong Kong profits tax rates are 8.25% on assessable profits up to US$254,268 (HK$2,000,000), and 16.5% on any part of assessable profits over US$254,268 (HK$2,000,000).

The Company’s subsidiaries incorporated in the PRC are subject to profits tax rate at 25% for income generated and operation in the local jurisdiction.

	For the six months ended September 30,
	2022		2021
	US		US
Tax recognised in profit or loss
Current tax expense
Current period
Reconciliation of effective tax rate
Loss before income tax		)		)
Tax calculated at domestic tax rates applicable to profits in PRC (2022 and 2021: 25%)		)		)
Effect of tax rates in foreign jurisdiction
Tax effect of tax loss not recognized
Income tax expense

All values are in US Dollars.

The full realization of the tax benefit associated with the carry forward depends predominantly upon the Company’s ability to generate taxable income during the carry forward period.

The Company’s subsidiaries incorporated in the PRC has unused net operating losses available for carry forward to future years for PRC income tax reporting purposes up to five years. No deferred tax asset has been recognized in respect of these tax losses due to the unpredictability of future profit streams.

F-15

20.	FINANCIAL RISK MANAGEMENT
(a)	Fair value
---	---

The Company’s maximum exposure to credit risk in the event that counterparties fail to perform their obligations in relation to each class of recognized financial assets is the carrying amounts of those assets as stated in the consolidated statement of financial position. The Company’s credit risk is primarily attributable to its loan receivables, deposits and other receivables, and cash and cash equivalents. In order to minimize credit risk, the directors of the Company have delegated a team to be responsible for the determination of credit limits, credit approvals and other monitoring procedures. In addition, the directors of the Company review the recoverable amount of each individual debt regularly to ensure that adequate impairment losses are recognized for irrecoverable debts. The credit risk on cash and cash equivalents are limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. In this regard, the directors of the Company consider that the Company’s credit risk is significantly reduced.

The Company has no significant concentration of credit risk, with exposure spread over a number of counterparties.

(b)	Foreign currency risk

The Company has minimal exposure to foreign currency risk as most of its business transactions, assets and liabilities are principally denominated in the functional currencies of the Company entities.

As Hong Kong dollar is pegged to United States dollar, the Company considers the risk of movements in exchange rates between Hong Kong dollars and United States dollars to be insignificant.

The Company currently does not have a foreign currency hedging policy in respect of foreign currency transactions, assets and liabilities. The Company will monitor its foreign currency exposure closely and will consider hedging significant foreign currency exposure should the need arise.

(c)	Price risk

Digital assets that the Company deals with in its trading activities are digital assets such as Bitcoin (“BTC”) and Ethereum (“ETH”) which can be traded in a number of public exchanges.

Company’s exposure to price risk arises from digital assets and digital assets payables, which are both measured on fair value basis. In particular, the Company’s operating result may depend upon the market price of BTC and ETH, as well as other digital assets. Digital asset prices have fluctuated significantly from time to time. There is no assurance that digital asset prices will reflect historical trends.

The price risk of digital assets arising from trading of digital assets business is partially offset by remeasurement of digital assets payables representing the obligations to deliver digital assets held by the Company in the customers’ accounts to the customers under the respective trading and lending arrangements with the Company.

(d)	Fair value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability which market participants would take into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such basis.

In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3, based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

F-16

Level 3 inputs are unobservable inputs for the asset or liability.

The Company’s policy is to recognize transfers into and transfers out of any of the three levels as of the date of the event or change in circumstances that caused the transfer.

(i)	Disclosures of level in fair value hierarchy:
	Fair value measurements using
---	---	---	---	---
Description	Level 1	Level 2	Level 3	Total
	US	US	US	US
As of March 31, 2022
Recurring fair value measurements:
Digital assets
Digital assets payables
As of September 30, 2022
Recurring fair value measurements:
Digital assets
Digital assets payables

All values are in US Dollars.

(ii)	Reconciliation of liabilities measured at fair value basedon level 3:
	Digital assets<br> payables
---	---	---
	US
As of April 1, 2021
Acquired during the period
Settlement by digital assets, for the period		)
Fair value gains recognized in profit or loss (recognized in “revenue - fair value change of proprietary trading digital assets”)		)
As of March 31, 2022
Acquired during the period
Settlement by digital assets, for the period		)
Fair value gains recognized in profit or loss (recognized in “revenue - fair value change of proprietary trading digital assets”)
As of September 30, 2022

All values are in US Dollars.

(iii)	Disclosures of valuation process used by the Company andvaluation techniques and inputs used in fair value measurements at September 30, 2022 and March 31, 2022:

The directors of the Company are responsible for the fair value measurements of assets and liabilities required for financial reporting purposes, including level 3 fair value measurements.

For level 3 fair value measurements, the Company will normally engage external valuation experts with the recognized professional qualifications and recent experience to perform the valuations.

The Company’s digital assets payables are revalued as at September 30, 2022 by independent professional qualified valuer, who has the recent experience in the categories of digital assets payables being valued.

F-17

Level 2 fair value measurements

		Significant observable input		Effect on fair
		As of September 30,	As ofMarch 31,	valuefor increase of
Description	Valuation techniques and key inputs	2022	2022	inputs
Digital assets	The digital assets are quoted in unit of different cryptocurrencies. Price of the digital assets at level 2 fair value is referenced to quoted price of relevant cryptocurrencies.	Quoted price of different cryptocurrencies	Quoted price of BTC	Increase proportionately

Key unobservable inputs used inlevel 3 fair value measurements are mainly:

---

		Significant	Range	Effect on fairvalue
****	Valuation	unobservable	As of March 31,	for increase of
Description	techniques	inputs	2022	inputs
Digital assets payables	Binomial Option Pricing Model	Discount rate	-0.40% to 4.26%	Decrease
	Black-Scholes Pricing Model	Expected volatility	37.56%	Increase
		Significant	Range	Effect on fair value
---	---	---	---	---
	Valuation	unobservable	As of September 30,	for increase of
Description	techniques	inputs	2022	inputs
Digital assets payables	Black-Scholes Pricing Model	Expected volatility	59.03% to 61.08%	Increase

Binomial Option Pricing Model is used to valuate certain types of digital asset payables as of March 31, 2022. No such types of digital asset payables occurred as of September 30, 2023.

There were no transfers between levels 2 and 3 for recurring fair value measurements during the period ended September 30, 2022 (March 31, 2022: Nil).

The directors of the Company consider that the carrying amounts of Company’s financial assets, including other receivables and prepayments, loan receivables and cash and cash equivalents, and financial liabilities, including accounts and other payables, approximate their respective fair values due to the relatively short-term maturity of these financial instruments.

The fair values of the Company’s lease liabilities are determined by using the discounted cash flows method using discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The own non-performance risk as at September 30, 2022 and March 31, 2022 was assessed to be insignificant.

(b)	Capital management

The Company’s primary objective when managing capital is to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain or adjust the capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders and issue new shares. The Company’s overall strategy remains unchanged from prior year.

F-18

Consistent with others in the industry, the Company monitors capital on the basis of the gearing ratio. This ratio is calculated as total liabilities divided by total assets. The gearing ratio as at September 30, 2022 was 73% (March 31, 2022: 42%).

The business plans of the Company mainly depend on maintaining sufficient funding to meet its expenditure requirements. The Company currently relies on funding from a variety of sources including equity financing.

In response to the above, the Company regularly reviews its major funding positions to ensure that it has adequate financial resources in meeting its financial obligations and relevant regulatory requirements of the Company entities and seek to diversify its funding sources as appropriate.

21.	OPERATING SEGMENTS

Operating segments are identified on the basis of internal reports about components of the Company that are regularly reviewed by the CODM (“Chief Operating Decision Maker”) for the purpose of resource allocation and performance assessment.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

The following provides the results of operations for the six months ended September 30, 2022 and the financial position of the Company’s operating segments as of September 30, 2022. The Metalpha operating segment reflects the Company’s business of proprietary trading of digital assets. The Longyun operating segment reflects the Company’s crowdfunding and incubation business. The Dacheng Liantong operating segment reflects the Company’s business of platform services.

Results of Operations

---

For the six months ended September30, 2022

	Metalpha		Longyun		Dacheng Liantong		Other		Total
	US		US		US		US		US
Revenue
Operating expenses		)		)		)		)		)
Other income (expenses)				)		)				)
Profit (loss) before tax				)		)		)		)
Taxes		)						)		)
Net profit (loss)				)		)		)		)

All values are in US Dollars.

F-19

Financial position

---

As of September 30, 2022

	Metalpha		Longyun		Dacheng Liantong		Other		Total
	US		US		US		US		US
Current assets
Non-current assets
Total assets
Current liabilities		)		)		)		)		)
Non-current liabilities				)		)		)		)
Total liabilities		)		)		)		)		)
Net assets

All values are in US Dollars.

The following provides the results of operations for the six months ended September 30, 2021 and the financial position of the Company’s operating segments as of March 31, 2021.

Results of operations

---

For the six months ended September30, 2021

	Longyun		Dacheng Liantong		Other		Total
	US		US		US		US
	(Restated)		(Restated)		(Restated)		(Restated)
Revenue
Operating expenses		)		)		)		)
Other income (expenses)		)		)				)
Profit (loss) before tax		)				)		)
Taxes
Net loss		)				)		)

All values are in US Dollars.

F-20

Financial position

---

As of March 31, 2022

	Metalpha		Longyun		Dacheng Liantong		Other		Total
	US		US		US		US		US
Current assets
Non-current assets
Total assets
Current liabilities		)		)		)		)		)
Non-current liabilities						)				)
Total liabilities		)		)		)		)		)
Net assets

All values are in US Dollars.

Geographical information

---

Revenue

	For the six months ended September 30,
	2022	2021
	US	US
Hong Kong
PRC

All values are in US Dollars.

The revenue information above is based on the location of the customers’ country of incorporation.

Non-current assets

---

	As of September 30, <br>2022	As of March 31, 2022
	US	US
Hong Kong
PRC

All values are in US Dollars.

Major customers

---

As of September 30, 2022 and March 31, 2022, there was no concentration in the Company’s gross accounts receivables. For the period ended September 30, 2022 and 2021, there was no concentration in the Company’s revenues.

F-21

22.	LOSS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY

The basic loss per share is calculated as the loss for the year attributable to equity holders of the Company divided by the weighted average number of ordinary shares of the Company in issue during the period.

The diluted loss per share is calculated as the loss for the year attributable to equity holders of the Company divided by the weighted average number of ordinary shares used in the calculation which is the weighted average number of ordinary shares in issue plus the number of shares held under the share purchase warrants (2021: Nil). For the period ended September 30, 2022, the Company had 25,100,000 share purchase warrants outstanding, which could potentially dilute basic loss per share in the future, but were excluded from the computation of diluted loss per share in the period presented, as their effects would have been anti-dilutive.

The Company had no potentially dilutive ordinary shares in issue during the period.

	For the six months ended September 30
	2022			2021
				(Restated)
Basic Loss Per Share Numerator
Loss for the period attributable to owners of the Company	$	(5,377,131	)	$	(7,353,732	)
Diluted Loss Per Share Numerator
Loss for the period attributable to owners of the Company	$	(5,377,131	)	$	(7,353,732	)
Basic Loss Per Share Denominator
Original shares:		23,598,371			13,263,066
Additions from actual events:
- Issuance of common stock, weighted		1,081,967			4,406,216
Basic weighted average shares outstanding		24,680,338			17,669,282
Diluted Loss Per Share Denominator
Diluted Weighted Average Shares Outstanding:		24,680,338			17,669,282
Loss Per Share
- Basic and diluted	$	(0.22	)	$	(0.42	)
Weighted Average Shares Outstanding
- Basic and diluted		24,680,338			17,669,282
23.	RELATED PARTY BALANCES AND TRANSACTIONS
---	---

---

Related parties’ relationships as follows:

Name	Relationship
HangZhou TianQi Network Technology Co. Ltd.	Common control by legal representative and shareholder of Taikexi, Mr. Mangyue Sun
Hangzhou Yuao Venture Capital Co., Ltd	Common control by legal representative of Guanpeng
Zhejiang Getai Curtain Wall Decoration Engineering Co., Ltd.	Common control by Mr. Wei Wang
Mangyue Sun	Legal representative and shareholder of Taikexi
Fang Qin	Spouse of Mangyue Sun
Antalpha Technologies Limited (“Antalpha”)	Non-controlling shareholder of a subsidiary of the Company

---

F-22

---

Loans receivables – related parties consisted ofthe following:

	As of<br> September 30, <br> 2022	As of<br> March 31,<br> 2022
	US	US
Hangzhou Yuao Venture Capital Co., Ltd
Total

All values are in US Dollars.

Other related parties’ payables consisted of thefollowing:

	As<br> of<br> September 30,<br> 2022	As<br> of<br> March 31,<br> 2022
	US	US
HangZhou TianQi Network Technology Co. Ltd. (i)
Zhejiang Getai Curtain Wall Decoration Engineering Co., Ltd. (ii)
Mangyue Sun (ii)
Fang Qin (ii)
Antalpha (iii)
Total

All values are in US Dollars.

(i)	The outstanding payable consists of rent owed.
(ii)	The outstanding payables consist of working capital advances<br>and borrowings.
---	---
(iii)	Consultation service fees payable to Antalpha.
---	---
(iv)	All amounts are due on demand, non-interest bearing and unsecured.
---	---

Digital asset payables consistedof the following:

	As<br>of September 30, 2022	As of March 31, 2022
	US	US
Antalpha
Total

All values are in US Dollars.

Related parties’ transactions are consisted ofthe following:

	For the six months ended September 30,
	2022		2021
	US		US
Interest income derived from Hangzhou Yuao Venture Capital Co., Ltd
Derivative products entered with Antalpha
Derivative products expired to Antalpha		)
Consultation service fees to Antalpha		)

All values are in US Dollars.

24.	DISCONTINUED OPERATION

---

On January 20, 2023, the board of directors (the “Board”) of the Company, unanimously approved the Company’s plan to discontinue and cease all business operations in mainland China (collectively, the “Mainland China Business”), which are conducted by the Company through its subsidiaries and variable interest entities, and to dispose of the Mainland China Business by selling it to one or more third parties.

The Company determined that the disposal group should be classified as assets held for sale, and they fulfilled the requirements established in IFRS 5 to classify them as a discontinued operation, since they represent a major line of business and geographical area of operations.

F-23

The information related to the condensed consolidated statement of financial position of the disposal group as of September 30, 2022 is presented below:

---

	As of September 30, <br>2022
	US
	(Unaudited)
Assets
Property, plant and equipment
Right of use assets
Non-current assets
Other receivables and prepayments
Loans receivables
Cash and cash equivalents
Current assets
Total assets
Equity
Share capital
Statutory reserves
Accumulated deficit		)
Accumulated other comprehensive (loss) income		)
Equity attributable to owners of the Company
Non-controlling interests		)
Total equity
Liabilities
Lease liabilities
Non-current liabilities
Accounts and other payables
Taxes payable
Lease liabilities
Current liabilities
Total liabilities
Total equity and liabilities

All values are in US Dollars.

---

The information related to the condensed consolidated statements of profit or loss of the disposal group for the six months ended September 30, 2022 is presented below:

	For the six months ended September 30, 2022
	US
	(Unaudited)
Revenue
Cost of revenue
Selling and promotion expenses
General and administrative expenses
Total operating expenses
Result from operating activities		)
Other income
Other expense		)
Finance income
Finance costs		)
Loss before income tax		)
Income tax expense		)
Loss from discontinued operations		)

All values are in US Dollars.

F-24

The net cash flows incurred by the disposal group are as follows:

	For the six <br>months ended September 30,<br> 2022
	US
	(Unaudited)
Operating activities		)
Investing activities
Financing activities		)
Net cash outflows

All values are in US Dollars.

---

25.	SUBSEQUENT EVENTS

On November 15, 2022, the shareholders of the Company approved change of the name of the Company from Dragon Victory International Limited to Metalpha Technology Holding Limited.

On November 28, 2022, the Company entered into a Sale and Purchase Agreement with Antalpha to purchase 49% equity interest of Metalpha Limited from Antalpha at a consideration of US$2,500,000, which shall be satisfied by the allotment and issuance of 2,500,000 shares of par value of US$0.0001 in the capital of the Company. Upon completion of the transaction, Metalpha Limited will be an indirectly wholly-owned subsidiary of the Company. The transaction was completed on January 4, 2023.

On November 28, 2022, Antalpha entered into a Securities Subscription and Warrant Purchase Agreement with the Company to subscribe 7,500,000 shares of par value US$0.0001 each in the share capital of the Company, upon the exercise of which Antalpha is entitled to purchase, and the Company is obligated to issue and sell, the corresponding number of shares of par value US$0.0001 each of the share capital of the Company.

On January 20, 2023, the Board of the Company, unanimously approved the Company’s plan to discontinue and cease the Mainland China Business, which was conducted by the Company through its subsidiaries, Hangzhou Dacheng and Hangzhou Longyun.

---

On February 20, 2023, Metalpha Holding (HK) Limited (“Metalpha HK”), an indirect wholly-owned subsidiary of the Company, Liu Limin and Wang Wei (as the registered nominee shareholders of Hangzhou Longyun) entered into a sale and purchase agreement (“SPA”) with two individual third parties, Xu Yang and Zheng Liqing (collectively, the “Purchasers”). Pursuant to the SPA, the Purchasers will purchase from Metalpha HK the entire equity interest of Hangzhou Dacheng, and from Liu Limin and Wang Wei the entire equity interest of Hangzhou Longyun (the “Transaction”). The Transaction was proposed to implement the Company’s decision to discontinue the Mainland China Business. The aggregate consideration for the Transaction is US$1.00.

F-25