MATH Metalpha Technology Holding Ltd

Explanatory Note

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends the Schedule 13D originally filed by Mr. Ming Ni (the “Reporting Person”) with the U.S. Securities and Exchange Commission on December 1, 2021, as amended by the Amendment No. 1 filed on August 10, 2022 and the Amendment No. 2 filed on February 13, 2023 (the “Original Schedule 13D”), with respect to the Reporting Person’s beneficial ownership of the Ordinary Shares (as defined below). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Original Schedule 13D. All capitalized terms not otherwise defined in this Amendment No. 3 shall have the same meanings ascribed thereto in the Original Schedule 13D.

Item 1 of the Original Schedule 13D is amended and restated as follows:

This Amendment No. 3 relates to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of Metalpha Technology Holding Limited, an exempted company with limited liability incorporated in the Cayman Islands (previous name: Dragon Victory International Limited, the “Issuer”), whose principal executive offices are at Suite 1508, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong, the People’s Republic of China.

The Ordinary Shares, are listed on the Nasdaq Capital Market under the symbol “MATH.”

Item 2 of the Original Schedule 13D is amended and restated as follows:

Item 3 of the Original Schedule 13D is amended and restated as follows:

On August 6, 2021, the Issuer entered into a consulting and warrant issuance agreement (the “Consulting Agreement”) with the Reporting Person and a consulting company. Pursuant to the Consulting Agreement, the Issuer shall issue warrants to the Reporting Person to purchase a maximum of 2,000,000 Ordinary Shares (the “Consulting Warrants”) as consideration for the services provided by the Reporting Person as a consultant in connection with the development and ultimate transformation of the Issuer’s principal business into a blockchain-related business. On November 30, 2021, the Issuer issued the Consulting Warrants to the Reporting Person, which immediately became exercisable and will expire five years after the issuance.

On June 30, 2022, the Reporting Person entered into a securities subscription and warrant purchase agreement, (the “PIPE Agreement”) with the Issuer and certain other parties, pursuant to which the Reporting Person subscribed for certain number of newly issued Ordinary Shares and warrants to purchase Ordinary Shares (the “PIPE Warrants”). On August 2, 2022, the Issuer issued 400,000 Ordinary Shares to the Reporting Person under the PIPE Agreement for an aggregate cash consideration of US$400,000. The source of these funds was the personal funds of the Reporting Person. The PIPE Warrants have become fully exercisable following the satisfaction of exercise conditions that are tied to certain performance targets of the Issuer, and the Reporting Person is entitled to purchase a maximum of 800,000 Ordinary Shares through exercise of the PIPE Warrants.

On January 26, 2023, the Issuer entered into a share unit award agreement (the “Award Agreement”) with the Reporting Person, pursuant to which the Issuer granted to the Reporting Person an aggregate of 400,000 share units (the “Award”) under the Issuer’s 2022 Performance Incentive Plan (the “Incentive Plan”). Each share unit represents the right to acquire one Ordinary Share upon vesting. The vesting of the Award is conditional on the attainment of certain performance goals of the Issuer as set forth in the Award Agreement. On January 31 and May 29, 2023, the Issuer issued 200,000 and 200,000 Ordinary Shares, respectively, to the Reporting Person upon vesting of the Award.

The description of the Consulting Agreement, the PIPE Agreement, the Award Agreement and the Incentive Plan is qualified in its entirety by reference to the full text of the applicable document, a copy of which is filed herewith as an exhibit and incorporated herein by reference in its entirety in this Item 3.

Item 4 of the Original Schedule 13D is amended and restated as follows:

The information set forth in Items 3 and 5 is hereby incorporated by reference in its entirety in this Item 4.

The Ordinary Shares beneficially owned by the Reporting Person have been acquired as consideration for his services to the Issuer as a consultant, in privately negotiated transactions for investment purposes, or as compensation for his bona fide services to the Issuer and/or its subsidiaries as an employee. The Reporting Person may make further acquisitions of Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by him at any time, depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities, and other factors.

Except as set forth in this Item 4, the Reporting Person does not have any present plans or proposals which relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to take such actions in the future as he deems appropriate, including changing the purpose described above or adopting plans or proposals with respect to one or more of the items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5 of the Original Schedule 13D is amended and restated as follows:

Except as disclosed in this Amendment No. 3, the Reporting Person does not beneficially own any Ordinary Shares or have the right to acquire any Ordinary Shares.

Except as disclosed in this Amendment No. 3, the Reporting Person does not presently have the power to vote or to direct the vote or to dispose or direct the disposition of any Ordinary Shares that he may be deemed to beneficially own.

Item 6 of the Original Schedule 13D is amended and restated as follows:

The information set forth in Items 3 and 4 is hereby incorporated by reference in its entirety in this Item 6.

Except as disclosed in this Amendment No. 3, to the best knowledge of the Reporting Person, there are no other contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Person and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7 of the Original Schedule 13D is amended and restated as follows:

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.

Date: June 7, 2023