UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Metalpha Technology Holding Limited
(Name of Issuer)
Ordinary Shares, Par Value US$0.0001 Per Share
(Title of Class of Securities)
G28365 107
(CUSIP Number)
Xianqun Hu
Room 602, Tower 4
Langshi Green Jiequ Huijing Rd, Yuhuatai District, Nanjing
People’s Republic of China
+86 13813874478
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May
29, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| 1. | Names of Reporting Persons: | |
| Xianqun Hu | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) ☐ (b) ☐ |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions) | |
| PF | ||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) | ☐ |
| 6. | Citizenship or Place of Organization: | |
| People’s Republic of China | ||
| Number of Shares Beneficially Owned by Each Reporting Person with |
7. | Sole Voting Power |
| 4,740,000 Ordinary Shares* | ||
| 8. | Shared Voting Power | |
| 0 | ||
| 9. | Sole Dispositive Power | |
| 4,740,000 Ordinary Shares* | ||
| 10. | Shared Dispositive Power | |
| 0 |
| 11. | Aggregate Amount Beneficially Owned By Each Reporting Person: | |
| 4,740,000 Ordinary Shares* | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions). | ☐ |
| 13. | Percent of Class Represented by Amount in Row (11): | |
| 13.3%** | ||
| 14. | Type of Reporting Person (See Instructions): | |
| IN | ||
| * | Represents (i) 1,920,000 Ordinary Shares (as defined below), (ii) 900,000 Ordinary Shares issuable upon exercise of the Consulting Warrants (as defined below) and (iii) 1,920,000 Ordinary Shares issuable upon exercise of the PIPE Warrants (as defined below). |
| ** | Percentage of class based on 32,698,371 Ordinary Shares outstanding as of May 29, 2023, which information was provided by the Issuer (as defined below) to the reporting person. In computing the percentage ownership of the reporting person, Ordinary Shares that the reporting person has the right to acquire within 60 days after May 29, 2023, including through the exercise of any option, warrant, or other right or the conversion of any other security, are included. |
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Explanatory Note
This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends the Schedule 13D originally filed by Mr. Xianqun Hu (the “Reporting Person”) with the U.S. Securities and Exchange Commission on February 14, 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. 1 does not modify any of the information previously reported on the Original Schedule 13D. All capitalized terms not otherwise defined in this Amendment No. 1 shall have the same meanings ascribed thereto in the Original Schedule 13D.
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Item 1. Security and Issuer.
Item 1 of the Original Schedule 13D is amended and restated as follows:
This Amendment No. 1 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. Identity and Background.
Item 2 of the Original Schedule 13D is amended and restated as follows:
| (a) | This Amendment No. 1 is filed by the Reporting Person. |
| (b) | The residential address of the Reporting Person is Room 602 Tower 4, Langshi Green Jiequ Huijing Rd, Yuhuatai District, Nanjing, the People’s Republic of China. |
| (c) | The Reporting Person is a consultant to Metalpha Limited, an indirect wholly owned subsidiary of the Issuer. The principal business of Metalpha Limited is crypto-based private wealth management, with its principal executive offices located at Suite 1508, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong, the People’s Republic of China. |
| (d) | During the past five years, the Reporting Person has never been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, the Reporting Person was not a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and was or is not as a result of such proceeding subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws or findings of any violation with respect to such laws. |
| (f) | The Reporting Person is a citizen of the Peoples’ Republic of China. |
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original Schedule 13D is amended and restated as follows:
On October 27, 2021, the Issuer entered into a consulting and warrant issuance agreement (the “Consulting Agreement”) with the Reporting Person and three other consultants. Pursuant to the Consulting Agreement, the Issuer shall issue warrants to the Reporting Person to purchase a maximum of 900,000 Ordinary Shares (the “Consulting Warrants”) as consideration for the services provided by the Reporting Person as a consultant in connection with the business operation of Metalpha Limited, a limited liability company organized under the laws of the British Virgin Islands and an indirect wholly owned subsidiary of the Issuer. 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 960,000 Ordinary Shares to the Reporting Person under the PIPE Agreement for an aggregate cash consideration of US$960,000. 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 1,920,000 Ordinary Shares through exercise of the PIPE Warrants.
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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 960,000 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 480,000 and 480,000 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. Purpose of Transaction.
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 compensation for his services to Metalpha Limited as a consultant, or in privately negotiated transactions for investment purposes. 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. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is amended and restated as follows:
| (a) – (b) | The responses to Items 2, 4 and 6, and rows (7) through (13) of the cover page of this Amendment No. 1 are hereby incorporated by reference in their entirety in this Item 5. |
Except as disclosed in this Amendment No. 1, 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. 1, 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.
| (c) | Except as disclosed in this Amendment No. 1, the Reporting Person has not effected any transaction in the Ordinary Shares during the past 60 days preceding the date of this Amendment No. 1. |
| (d) | Except as disclosed in this Amendment No. 1, to the best knowledge of the Reporting Person, no person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Person. |
| (e) | Not applicable. |
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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. 1, 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. Material to Be Filed as Exhibits.
Item 7 of the Original Schedule 13D is amended and restated as follows:
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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 | |
| Xianqun Hu | |
| /s/ Xianqun Hu |
Exhibit 99.4
METALPHA TECHNOLOGY HOLDING LIMITED
2022 PERFORMANCE INCENTIVE PLAN
SHARE UNIT AWARD AGREEMENT
THIS SHARE UNIT AWARD AGREEMENT (this “Agreement”) is dated as of January 26, 2023 by and between Metalpha Technology Holding Limited (previously known as Dragon Victory International Limited), an exempted company organized under the Companies Law of the Cayman Islands, and its successors (the “Company”), and Hu Xianqun (the “Participant”).
WITNESSETH:
WHEREAS, pursuant to the 2022 Performance Incentive Plan of the Company (the “Plan”), the Company has granted to the Participant, effective as of the date hereof (the “Award Date”), a credit of share units under the Plan (the “Award”), upon the terms and conditions set forth herein and in the Plan.
NOW THEREFORE, in consideration of services rendered and to be rendered by the Participant, and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Plan.
2. Grant. Subject to the terms of this Agreement, the Company hereby grants to the Participant an Award with respect to an aggregate of 960,000 share units (subject to adjustment as provided in Section 7.1 of the Plan) (the “Share Units”). As used herein, the term “share unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Company’s Ordinary Shares (subject to adjustment as provided in Section 7.1 of the Plan) solely for purposes of the Plan and this Agreement. The Share Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Share Units vest pursuant to Section 3. The Share Units shall not be treated as property or as a trust fund of any kind.
3. Vesting. Subject to Section 8 below, the vesting of the Award is conditional on the attainment of performance goals of the Company (the “Company Performance Goals”) and any other vesting schedule/conditions as set forth in Exhibit A to this Agreement. The Award subject to this Agreement will not become vested on the applicable Determination Date (as defined below), unless the Administrator determines that the relevant Company Performance Goals with respect to the applicable Determination Date have been attained. If any Company Performance Goal is not attained as determined by the Administrator, the corresponding Vesting Proportion of the Award shall be immediately cancelled and forfeited as of the relevant Determination Date.
For purposes of this Agreement, a “Determination Date” means the date set forth in Exhibit A to this Agreement, or such other date as determined by the Administrator, on which the Administrator determines whether the relevant Company Performance Goals with respect to a Performance Period have been achieved. A “Performance Period” means a period set forth in Exhibit A to this Agreement. The “Vesting Proportion” means the percentage of Award earned and vested if the corresponding Company Performance Goals are attained as set forth in Exhibit A to this Agreement.
Any Share Units that vest pursuant to the terms of this Agreement will be payable on, and subject to, the terms provided in Section 7 of this Agreement.
4. Continuance of Employment. The vesting schedule requires continued employment or service with the Company or any Subsidiary until the Determination Date, as a condition to the vesting of the applicable installment of the Award and the rights and benefits under this Agreement.
Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by the Company, confers upon the Participant any right to remain employed by or in service to the Company or any Subsidiary, interferes in any way with the right of the Company or any Subsidiary at any time to terminate such employment or services, or affects the right of the Company or any Subsidiary to increase or decrease the Participant’s other compensation or benefits. Nothing in this Agreement, however, is intended to adversely affect any independent contractual right of the Participant without his or her consent thereto.
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5. Dividend and Voting Rights.
(a) Limitations on Rights Associated with Units. The Participant shall have no rights as a shareholder of the Company, no dividend rights (except as expressly provided in Section 5(b) with respect to Dividend Equivalent Rights) and no voting rights, with respect to the Share Units and any Ordinary Shares underlying or issuable in respect of such Share Units until such Ordinary Shares are actually issued to and held of record by the Participant. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of such shares.
(b) Dividend Equivalent Rights Distributions. As of any date that the Company pays an ordinary cash dividend on its Ordinary Shares, the Company shall pay the Participant an amount equal to the per share cash dividend paid by the Company on its Ordinary Shares on such date multiplied by the number of Share Units remaining subject to this Award as of the related dividend payment record date. No such payment shall be made with respect to any Share Units which, as of such record date, have either been paid pursuant to Section 7 or terminated pursuant to Section 8.
6. Restrictions on Transfer. Except as the Administrator may approve in accordance with Section 5.7 of the Plan, neither the Award, nor any interest therein or amount or shares payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily.
7. Timing and Manner of Payment of Share Units. On or as soon as administratively practical following the vesting of any Share Units pursuant to Section 3 hereof or Section 7 of the Plan (and in all events not later than two months after the applicable vesting date), the Company shall deliver to the Participant a number of Ordinary Shares (either by delivering one or more certificates for such shares or by entering such shares in book-entry form, as determined by the Company in its discretion) equal to the number of the Share Units subject to this Award that vest on the applicable vesting date, unless such Share Units terminate prior to the given vesting date pursuant to Section 8. The Administrator, may in its sole discretion, elect to pay cash or part cash and part Ordinary Shares in lieu of delivering only Ordinary Shares for the vested Stock Units. If a cash payment is made in lieu of delivering Ordinary Shares, the amount of such payment shall be equal to the fair market value of the Ordinary Shares determined in accordance with Section 5.6 of the Plan as of the vesting date. The Company’s obligation to deliver Ordinary Shares or otherwise make payment with respect to vested Share Units is subject to the condition precedent that the Participant or other person entitled under the Plan to receive any shares with respect to the vested Share Units deliver to the Company any representations or other documents or assurances required pursuant to Section 8.1 of the Plan. In addition, the Company’s obligation to deliver Ordinary Shares is subject (to the extent required by applicable law) to the Participant’s (or any other person entitled under the Plan) making a cash payment to the Company in an amount equal to the par value of the Ordinary Shares to be delivered. The Participant shall have no further rights with respect to any Share Units that are paid or that terminate pursuant to Section 8.
8. Effect of Termination of Employment. The Participant’s Share Units shall terminate to the extent such units have not become vested prior to the first date the Participant is no longer employed by the Company or one of its Subsidiaries, regardless of the reason for the termination of the Participant’s employment with the Company or a Subsidiary, whether with or without cause, voluntarily or involuntarily. If any unvested Share Units are terminated hereunder, such Share Units shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Company and without any other action by the Participant, or the Participant’s beneficiary or personal representative, as the case may be.
9. Adjustments Upon Specified Events. Upon the occurrence of certain events relating to the Company’s shares contemplated by Section 7.1 of the Plan (including, without limitation, an extraordinary cash dividend on such shares), the Administrator shall make adjustments in accordance with such section in the number of Share Units then outstanding and the number and kind of securities that may be issued in respect of the Award. No such adjustment shall be made with respect to any ordinary cash dividend for which dividend equivalents are paid pursuant to Section 5(b).
10. Tax Withholding. Subject to Section 8.1 of the Plan, upon any distribution of Ordinary Shares in respect of the Share Units, the Company may, at its option, either reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value (with the “fair market value” of such shares determined in accordance with the applicable provisions of the Plan), to satisfy any withholding obligations of the Company or its Subsidiaries with respect to such distribution of shares at the minimum applicable withholding rates or require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by national or local tax law to be withheld with respect to such distribution or payment.
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11. Notices. Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Company at its principal office to the attention of the Secretary, and to the Participant at the Participant’s last address reflected on the Company’s records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be deemed to have been given only when received, but if the Participant is no longer an employee of the Company, a notice shall be deemed to have been duly given by the Company when enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) through a post office or an internationally-recognized express courier service.
12. Plan. The Award and all rights of the Participant under this Agreement are subject to the terms and conditions of the provisions of the Plan, incorporated herein by reference. The Participant agrees to be bound by the terms of the Plan and this Agreement. The Participant acknowledges having read and understanding the Plan and this Agreement. Unless otherwise expressly provided in other sections of this Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not (and shall not be deemed to) create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.
13. Entire Agreement. This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Company. The Company may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.
14. Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Share Units, and rights no greater than the right to receive the Ordinary Shares as a general unsecured creditor with respect to Share Units, as and when payable hereunder.
15. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
16. Section Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.
17. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Cayman Islands without regard to conflict of law principles thereunder.
18. Construction. It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent.
19. Clawback Policy. The Share Units are subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Share Units or any Ordinary Shares or other cash or property received with respect to the Share Units (including any value received from a disposition of the shares acquired upon payment of the Share Units).
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and the Participant has hereunto set his or her hand as of the date and year first above written.
| METALPHA TECHNOLOGY HOLDING LIMITED | PARTICIPANT | ||
| By: | /s/ Liu Liming | /s/ Hu Xianqun | |
| Print Name: | Liu Liming | Signature | |
| Its: | Chairman | ||
| Hu Xianqun | |||
| Print Name | |||
[Signature Page to Share Unit Award Agreement]
Exhibit A
| Performance Period | Determination Date | Company Performance Goals | Vesting Proportion | |||||||
| April 1st, 2022 to March 31st, 2023 | The aggregate notional amount (as defined in the product selling documents) of all derivative products issued by Metalpha Limited (a 51%-owned subsidiary of the Company) exceeds US$100 million. | 50 | % | |||||||
| April 1st, 2022 to March 31st, 2024 | The aggregate notional amount (as defined in the product selling documents) of all derivative products issued by Metalpha Limited (a 51%-owned subsidiary of the Company) exceeds US$500 million. | 50 | % | |||||||
A-1