SCHEDULE: Metalpha Insider's Spouse Receives Major Share Gift

Bingzhong Wang's spouse's company received a gift of over 3 million Metalpha Technology Holding shares from her father, increasing the family's aggregate beneficial ownership to 13.0%.

Summary

• Bingzhong Wang, a reporting person, filed an Amendment No. 2 to his Schedule 13D for Metalpha Technology Holding Ltd. to update ownership disclosures.
• The amendment details a share donation and transfer agreement dated March 13, 2026, where Hu Xianqun (Donor) transferred 3,049,912 Ordinary Shares to MetaSphere Limited (Donee).
• MetaSphere Limited is a company wholly-owned by Ms. Xisha Hu, who is the daughter of the Donor and the spouse of the Reporting Person, Bingzhong Wang.
• The transfer was effected as a gift for no consideration.
• Bingzhong Wang's aggregate beneficial ownership is now 6,145,822 Ordinary Shares, representing 13.0% of the class, based on 47,113,236 Ordinary Shares outstanding as of January 12, 2026.
• This aggregate includes 3,095,910 shares with sole voting and dispositive power (comprising 1,895,910 Ordinary Shares and 1,200,000 Ordinary Shares issuable upon exercise of PIPE Warrants).
• It also includes 3,049,912 shares with shared voting and dispositive power, which are held by MetaSphere Limited.
• Bingzhong Wang explicitly disclaims beneficial ownership of any Ordinary Shares directly or indirectly owned by MetaSphere Limited or Ms. Xisha Hu.
• The transferred shares are subject to applicable transfer restrictions under the U.S. Securities Act of 1933, as amended.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as a significant share gift from a related party suggests long-term confidence in the company's value, despite the reporting person disclaiming beneficial ownership of the gifted shares.

Positives

• A significant block of 3,049,912 Ordinary Shares was transferred as a gift for no consideration, which can signal long-term confidence in the company's future value from the donor's family.
• The transaction increases the aggregate beneficial ownership of a key insider's family to 13.0%, potentially indicating a strong, sustained interest in the company's performance.

Negatives

• The gifted shares are subject to transfer restrictions under the U.S. Securities Act of 1933, limiting immediate liquidity for the Donee.

Risks

• The 3,049,912 Ordinary Shares transferred to MetaSphere Limited are subject to applicable transfer restrictions under the U.S. Securities Act of 1933, meaning they may not be resold without registration or an applicable exemption.
• The Donee acknowledges that the shares may bear a restrictive legend and that the Company and its transfer agent may require customary documentation before effecting any transfer.

Future Outlook

N/A

Industry Context

StockSavvy.ai notes that insider share transfers, especially gifts of this magnitude, can signal long-term confidence in a company's prospects, as the donor is effectively foregoing immediate value for future appreciation. This transaction, involving a significant block of shares, could be interpreted as a positive signal regarding Metalpha Technology Holding Ltd.'s stability and future potential within the digital asset and blockchain technology sector, where it operates.

Related Party Transactions

• A share donation and transfer agreement between Hu Xianqun (Donor) and MetaSphere Limited (Donee), where MetaSphere is wholly-owned by Hu Xisha, daughter of the Donor and spouse of the Reporting Person, Bingzhong Wang. This constitutes a related-party transaction due to the familial relationships.

Stakeholder Impact

• Shareholders: The transaction increases the aggregate beneficial ownership of a key insider's family, potentially signaling long-term commitment and stability. However, the reporting person disclaims beneficial ownership of the gifted shares, which might slightly dilute the perceived direct alignment of the reporting person with this block.

Key Dates

Recommendation

The filing details a significant share transfer within a related party group, indicating long-term confidence from the donor's family. While the reporting person disclaims direct beneficial ownership of the gifted shares, the overall increase in the family's stake to 13.0% suggests a positive long-term outlook. However, without additional financial or operational updates, a 'hold' recommendation is appropriate, as this filing primarily concerns ownership structure rather than performance.

Keywords

Metalpha Technology Holding, Schedule 13D, Share Transfer, Beneficial Ownership, Insider Ownership, Share Gift, METX, Bingzhong Wang, Hu Xianqun, MetaSphere Limited