SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Metalpha Technology Holding Limited
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G28365107
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G28365107
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
Citizenship or Place of Organization
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,049,912.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,049,912.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,049,912.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.7 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Notes in relation to Items 5, 7 and 9: Represents 3,049,912 Ordinary Shares (as defined below) held by the Reporting Person (as defined below), which consists of (i) 1,120,000 Ordinary Shares held by the Reporting Person; (ii) 535,322 Ordinary Shares received upon the cashless exercise of warrants to purchase 900,000 Ordinary Shares, which were issued pursuant to a consulting and warrant issuance agreement dated October 27, 2021, among the Issuer (as defined below), the Reporting Person and three other consultants; and (iii) 1,394,590 Ordinary Shares received upon the cashless exercise of warrants to purchase 1,920,000 Ordinary Shares, which were issued pursuant to a securities subscription and warrant purchase agreement dated June 30, 2022, among the Reporting Person, the Issuer and certain other parties.
Notes in relation to Item 11: Percentage of class is based on 39,498,371 Ordinary Shares issued and outstanding as of March 31, 2025, which information was provided by the Issuer to the Reporting Person.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Metalpha Technology Holding Limited
(b)
Address of issuer's principal executive offices:
Suite 6703-04, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong, China.
Item 2.
(a)
Name of person filing:
This Amendment No. 2 to Schedule 13G is filed by Mr. Xianqun Hu (the "Reporting Person").
(b)
Address or principal business office or, if none, residence:
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)
Citizenship:
The Reporting Person is a citizen of the Peoples' Republic of China.
(d)
Title of class of securities:
Ordinary Shares
(e)
CUSIP No.:
G28365107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
3,049,912
(b)
Percent of class:
7.7%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
3,049,912
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
3,049,912
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
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