As filed with the Securities and Exchange Commission on November 19, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Metalpha Technology Holding Limited
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
Suite 6703-04, Central Plaza
18 Harbour Road, Wan Chai
Hong Kong, China
Telephone: +852-3565-2920
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
2024 Share Incentive Plan
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th
Floor
New York, NY 10168
+1 800-221-0102
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”).
| Large accelerated filer ☐ |
Accelerated filer ☐ |
| Non-accelerated filer ☒ |
Smaller reporting company ☐ |
| Emerging growth company ☐ |
|
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”). ☐
Copies to:
Bingzhong Wang
Chief Executive Officer
Suite 6703-04, Central Plaza
18 Harbour Road, Wan Chai
Hong Kong, China
Telephone: +852-3565-2920 |
|
Will H. Cai, Esq.
Cooley LLP
c/o 35th Floor Two Exchange Square
8 Connaught Place
Central, Hong Kong
+852 3758-1200 |
PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
| * | Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part
I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants covered
by the plan, as specified by Rule 428(b)(1) under the Securities Act. |
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed
or to be filed (other than portions of these documents furnished or otherwise not deemed filed) by Metalpha
Technology Holding Limited (the “Registrant”) with the Securities and Exchange Commission (the “Commission”)
are incorporated by reference as of their respective dates and deemed to be a part hereof:
| (a) | The Registrant’s annual report on Form 20-F for the fiscal year ended March 31, 2024 filed with
the Commission on October 30, 2024 (File No. 001-38208); |
| (b) | The Registrant’s current reports on Form 6-K furnished to the Commission on April 2, 2024, April 4, 2024, April 10, 2024, July 12, 2024, July 29, 2024, August 19, 2024, September 26, 2024, September 26, 2024 and November 1, 2024; |
| (c) | All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act; and |
| (d) | The description of the Registrant’s ordinary shares contained in Exhibit 2.2 to the Registrant’s
annual report on Form 20-F for the fiscal year ended March 31, 2021, filed with the Commission on August 2, 2021, including any amendment
and report subsequently filed for the purpose of updating that description. |
All documents subsequently
filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this registration statement
and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of filing of such documents. In addition, any current report on Form 6-K of the Registrant
hereafter furnished to the Commission pursuant to the Exchange Act shall be incorporated by reference into this registration statement
if and to the extent provided in such document. Any statement in a document incorporated or deemed to be incorporated by reference in
this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration
statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement.
Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration
statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Cayman Islands law does not
limit the extent to which a company’s articles of association may provide for indemnification of directors and officers, except
to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime. The Registrant’s currently effective second amended and restated
memorandum and articles of association, adopted by special resolutions on November 15, 2022, provides that the Registrant shall indemnify
its existing or former secretaries, directors (including alternate directors) and other officers and their personal representatives against
all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such person(s) in their capacity
as such, other than by reason of such person’s own dishonesty, in or about the conduct of the Company’s business or affairs
or in the execution or discharge of such person’s duties, powers, authorities or discretions.
Pursuant to the indemnification
agreements, the form of which was filed as Exhibit 10.2 to the Registrant’s registration statement on Form F-1/A (File No. 333-214932),
the Registrant has agreed to indemnify its directors and officers against certain liabilities and expenses incurred by such persons in
connection with claims made by reason of their being such a director or officer.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant
to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
The Registrant also maintains
a directors and officers liability insurance policy for its directors and officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the Index to Exhibits attached hereto.
Item 9. Undertakings
| (a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this
registration statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of this registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price
set forth in the “Calculation of Filing Fee” table in the effective registration statement; and |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to that information in the registration statement; |
provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this registration statement;
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering. |
| (b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in
this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue. |
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Hong Kong, China, on November 19, 2024.
| |
Metalpha Technology Holding Limited |
| |
By: |
/s/ Bingzhong Wang |
| |
Name: |
Bingzhong Wang |
| |
Title: |
Chief Executive Officer and
Chairman of the Board of Directors |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Bingzhong
Wang and Ming Ni, with full power to act alone, as his true and lawful attorney-in-fact, with the power of substitution, for and
in such person’s name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities on November
19, 2024.
| Signature |
|
Title |
| |
|
|
| /s/ Bingzhong Wang |
|
Chairman of the Board of Directors and Chief Executive Officer |
| Bingzhong Wang |
|
(Principal Executive Officer) |
| |
|
|
| /s/ Xiaohua Gu |
|
Chief Financial Officer |
| Xiaohua Gu |
|
(Principal Financial Officer) |
| |
|
|
| /s/ Ming Ni |
|
Director |
| Ming Ni |
|
|
| |
|
|
| /s/ Limin Liu |
|
Director |
| Limin Liu |
|
|
| |
|
|
| /s/ Jingxin Tian |
|
Director |
| Jingxin Tian |
|
|
| |
|
|
| /s/ Kim Fung Lai |
|
Director |
| Kim Fung Lai |
|
|
| |
|
|
| /s/ Sen Lin |
|
Director |
| Sen Lin |
|
|
| |
|
|
| /s/ Kiyohiro Kawayanagi |
|
Director |
| Kiyohiro Kawayanagi |
|
|
SIGNATURE OF AUTHORIZED
REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities
Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Metalpha
Technology Holding Limited has signed this registration statement or amendment thereto in New York, New York on November 19, 2024.
| |
Authorized U.S. Representative
Cogency Global Inc. |
| |
By: |
/s/ Colleen A. De Vries |
| |
Name: |
Colleen A. De Vries |
| |
Title: |
Senior Vice-President |
II-6
Exhibit 5.1
BGA Law (Cayman) Limited
c/o 3-212 Governors Square
23 Lime Tree Bay Avenue
P.O. Box 30746
Seven Mile Beach
Grand Cayman KY1-1203
Cayman Islands
www.bga.law
| 19 November 2024 |
Our Ref: SUCKOO – CLI0038724 |
Metalpha Technology Holding Limited
4th Floor, Harbour Place
103 South Church Street
P.O. Box 10240
Grand Cayman, KY1-1002
Cayman Islands
Dear Sir or Madam
Metalpha Technology Holding Limited (the Company)
We have acted as counsel as to Cayman Islands
law to the Company in connection with the Registration Statement on Form S-8, including all amendments or supplements thereto (the Registration
Statement), filed with the U.S. Securities and Exchange Commission (the Commission) pursuant to the U.S. Securities
Act of 1933 (as amended) (the Securities Act), relating to (1) initially up to 2,000,000 shares in the capital of the Company
of par value US$0.0001 each (the Ordinary Shares) to be issued pursuant to the Company’s 2024 Share Incentive Plan
(the Plan); and (2) subsequently such number of additional Ordinary Shares to be issued under the Plan (the Evergreen
Shares), provided that the aggregate Ordinary Shares issuable under the Plan shall not exceed 6,000,000 shares.
We are furnishing this opinion and consent as
Exhibits 5.1 and 23.3 to the Registration Statement.
We based our opinion on the Companies Act (as
amended) of the Cayman Islands (the Companies Act) currently in force. For the purpose of this opinion, we have examined
the documents listed in Schedule 1.
We have relied on the assumptions set out in Schedule
2, which we have not independently verified.
Based solely upon the foregoing examinations and
assumptions and having regard to legal considerations which we consider relevant, and subject to the qualifications set out in Schedule
3, we give the following opinions under the laws of the Cayman Islands:
| 1. | The Company is an exempted company duly incorporated with limited liability, validly existing, and in
good standing under the laws of the Cayman Islands. |
| 2. | The issue and allotment of Ordinary Shares and Evergreen Shares have been duly authorised. When allotted,
issued and fully paid for as contemplated in the Registration Statement and the Memorandum and Articles (as defined in Schedule 1) and
when appropriate entries have been made in the register of members of the Company, the Shares will be validly issued and allotted, fully
paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members. |
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act, or the Rules and Regulations of the Commission thereunder.
This opinion is strictly limited to the matters
referred to herein and shall not be construed as extending to any other matter or document not referred to herein. We have not been asked
to review and we therefore have not reviewed any of the ancillary documents relating to the documents listed in Schedule 1 or any agreement
setting forth the terms and provisions applicable to each award granted under the Plan, and express no opinion or observation upon the
terms of any such document.
This opinion shall be construed in accordance
with the laws of the Cayman Islands.
Yours faithfully
/s/ BGA Law (Cayman) Limited
BGA Law (Cayman) Limited
Schedule 1
Documents Examined
| 1. | A copy of the certificate of incorporation of the Company dated 19 June 2015. |
| 2. | A copy of the certificate of incorporation on change of name of the Company dated 25 November 2022. |
| 3. | Copies of the second amended and restated memorandum and articles of association adopted by special resolutions
dated 15 November 2022 (the Memorandum and Articles). |
| 4. | A copy of the register of directors of the Company provided by the Company to us on 24 June 2024. |
| 5. | A copy of the certificate of good standing dated 25 June 2024 in respect of the Company issued by the
Registrar of Companies in the Cayman Islands (the Registrar). |
| 6. | copies of executed written resolutions of the board of directors of the Company dated 24 September 2024
and 12 October 2024, and executed written resolutions of the compensation committee of the Company dated 24 September 2024 approving the
adoption of the Plan (together the Resolutions). |
(the above as Company Records).
| 7. | A copy of the certificate as to certain matters of fact signed by a director of the Company dated 19 November
2024 in the form annexed hereto (the Director’s Certificate). |
| 8. | The Registration Statement. |
Schedule 2
Assumptions
| 1. | All original documents examined in connection with this opinion are authentic. All signatures, initials
and seals are genuine and are those of the persons authorised or granted power to sign and/or execute such documents. Copies of documents,
conformed copies or drafts of documents provided to us are true, correct and complete copies of, or in the final forms of, the originals,
and the final drafts or executed copies conform in every material respect to the latest drafts of the same produced to us. |
| 2. | There are no other resolutions, agreements, documents or arrangements otherwise than what we have examined
as listed in Schedule 1 that would affect, amend or vary the transactions envisaged the Registration Statement or affect our opinion in
any way. |
| 3. | No monies paid to or for the account of the Ordinary Shares and Evergreen Shares represent or will represent
proceeds of criminal conduct or criminal property (as defined in the Proceeds of Crime Act (as amended) or terrorist property (as defined
in the Terrorism Act (as amended). |
| 4. | No matters under any law (other than the laws of the Cayman Islands) would or might affect the opinions
set out above. Specifically, we have made no independent investigation of such laws. |
| 5. | The information contained in the Director’s Certificate is accurate, correct and complete as at
the date of this opinion which cannot be separately and independently investigated or verified by us. |
| 6. | At the time of the issuance of any Ordinary Shares and Evergreen Shares (the Issuance), |
| (a) | the laws of the Cayman Islands (including the Companies Act) will not have changed in such a way as to
materially impact the Issuance; |
| (b) | the Company will not have been struck off or placed in liquidation; |
| (c) | the issue price for the Ordinary Shares will not be less than the par value of such ordinary shares; and |
| (d) | the provisions of the Memorandum and Articles relating to the Issuance will not have been altered, amended
or restated. |
Schedule 3
Qualifications
| 1. | To maintain the Company in good standing with the Registrar under the laws of the Cayman Islands, annual
filing fees must be paid and returns made to the Registrar within the timeframe prescribed by the Companies Act. |
| 2. | Under the Companies Act, the register of members of a Cayman Islands company is by statute regarded as
prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third-party interest
in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example,
in the event of fraud or manifest error). |
| 3. | In this opinion the phrase “non-assessable” means, with respect to the issuance of
shares that a shareholder shall not, in respect of the relevant shares, have any obligation to make further contribution to the Company’s
assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper
purpose or other circumstance, in which a court may be prepared to pierce or lift the corporate veil. |
| 4. | A restrictions notice may be issued by the corporate services provider of the Company in the event of
the Company’s failure or disclose beneficial ownership information as required by the Companies Act. Upon issuance of such notice,
in respect of the interests affected and amongst others, any transfer or agreement to transfer such interest may be void and the rights
attached thereto may not be exercisable. |
| 5. | We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman
Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Registration
Statement. |
| 6. | We express no view as to the commercial terms of the Registration Statement or whether such terms represent
the intentions of the parties and make no comment with regard to the warranties or representations that may be made by the Company. |
| 7. | We have not made any enquiry and express no opinion as to the compliance of the Company with the International
Tax Co-operation (Economic Substance) Act (as amended). |
| 8. | We express no opinion on and our opinions are subject to the effect, if any, of any provisions of any
document that relies upon numerical computation. |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference on this Form S-8 of Metalpha Technology Holding Limited (the “Company”),
of our report dated February 12, 2024, which appears in the Annual Report on Form 20-F (File No. 001-38208) filed with the U.S. Securities
Exchange Commission (“SEC”) on October 30, 2024, with respect to the consolidated balance sheets of the Company as of March
31, 2023 and 2022, and the related consolidated statements of profit or loss and comprehensive loss, changes in equity, and cash flows
for each of the years in the three-year period ended March 31, 2023, and the related notes included herein.
| |
/s/ WWC, P.C. |
| San Mateo, California |
WWC, P.C. |
| November 19, 2024 |
Certified Public Accountants |
| |
PCAOB ID No. 1171 |
Exhibit 23.2
 |
Onestop
Assurance PAC
10
Anson Road
#06-15
International Plaza
Singapore
079903
Email:audit@onestop-ca.com
Website: www.onestop-ca.com
|
| |
|
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the incorporation by reference in this Registration Statements on Form S-8 of our report dated October 30, 2024, relating
to the audit of the consolidated balance sheet of Metalpha Technology Holding Limited (the “Company”) as of March 31, 2024,
and the related consolidated statements of profit or loss and comprehensive loss, changes in equity, and cash flows for the year ended
March 31, 2024 , and the related notes (collectively referred to as the “financial statements”), which appears in the Form
20-F filed by the Company with the U.S. Securities Exchange Commission on October 30, 2024.
/s/
Onestop Assurance PAC
Onestop
Assurance PAC
Singapore
November
19, 2024
PCAOB
ID: 6732
Exhibit 107
CALCULATION OF FILING FEE TABLE
FORM S-8
(Form Type)
Metalpha Technology Holding
Limited
(Exact Name of Registrant as Specified in its Charter)
Not Applicable
(Translation of Registrant’s Name into English)
Table 1: Newly Registered Securities
| | |
Security
Type | |
Security
Class Title (1) | |
Fee
Calculation Rule | |
Amount
Registered (2) |
| |
Proposed
Maximum Offering Price Per Share | | |
Proposed
Maximum Aggregate Offering Price | |
Fee
Rate | | |
Amount
of
Registration Fee | |
| Fees
to Be Paid | |
Equity | |
Ordinary shares, par value
US$0.0001 per share, issuable under the 2024 Share Incentive Plan | |
Other
(3) | |
6,000,000 |
(4) | |
US$ | 1.0585 | (3) | |
US$ |
6,351,000 | |
| 0.00015310 | | |
US$ | 972.34 | |
| Total
Offering Amounts | |
| | | |
US$ |
6,351,000 | |
| | | |
US$ | 972.34 | |
| Total
Fee Offsets | |
| | | |
|
| |
| | | |
| — | |
| Net
Fee Due | |
| | | |
|
| |
| | | |
US$ | 972.34 | |
| (1) | The ordinary shares, par value US$0.0001 per share (“Ordinary Shares”) of Metalpha Technology Holding Limited (the “Registrant”). |
| | |
| (2) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement
shall also cover any additional Ordinary Shares that become issuable under the 2024 Share Incentive Plan by reason of any stock dividend,
stock split, recapitalization or other similar transaction. |
| | |
| (3) | Estimated in accordance with Rules 457(c) and 457(h)(1) promulgated under the Securities Act solely for the purpose of calculating
the registration fee, and is based upon the price of US$1.0585 per Ordinary Share, which was the average of the high and low prices of the
Ordinary Shares as reported on the Nasdaq Capital Market on November 15, 2024. |
| | |
| (4) | Represents 6,000,000 Ordinary Shares reserved for future award grants under the 2024 Share Incentive Plan. |
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