FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Wang Bingzhong

(Last) (First) (Middle)
C/O SUITE 5506-07
CENTRAL PLAZA 18 HARBOUR ROAD

(Street)
WAN CHAI

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Metalpha Technology Holding Ltd [ MATH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 07/01/2026   M (1)   259,750 A $ 0 2,590,180 D  
Ordinary Shares               3,049,912 I By Spouse's Entity (2)
Ordinary Shares 07/01/2026   M (3)   125,000 A $ 0 125,000 I By Spouse (3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Units (1) $ 0 07/01/2026   M     259,750 07/01/2027 07/01/2029 Ordinary Shares 779,250 $ 0 779,250 D  
Restricted Share Units (3) $ 0 07/01/2026   M     125,000 07/01/2027 07/01/2029 Ordinary Shares 375,000 $ 0 375,000 I By Spouse (3)
Explanation of Responses:
1. Represents 259,750 Ordinary Shares issued to the Reporting Person upon the vesting, on July 1, 2026, of the first of four equal annual installments of 1,039,000 restricted share units ("RSUs") originally granted to the Reporting Person on June 30, 2025, as reported on the Reporting Person's Form 3. The remaining unvested portion (779,250 RSUs) continues to vest in three equal annual installments on July 1, 2027, July 1, 2028 and July 1, 2029, subject to the Reporting Person's continued service to the Issuer.
2. The shares are held of record by MetaSphere Limited, an entity wholly owned by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
3. Represents 125,000 Ordinary Shares issued upon the vesting, on July 1, 2026, of the first of four equal annual installments of 500,000 RSUs originally granted to the Reporting Person's spouse on June 30, 2025, as reported on the Reporting Person's Form 3. The shares are held directly by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. The remaining unvested portion (375,000 RSUs) continues to vest in three equal annual installments on July 1, 2027, July 1, 2028 and July 1, 2029, subject to the continued service of the Reporting Person's spouse to the Issuer.
/s/ Xiaosi Zhang, as Attorney-in-Fact for Bingzhong Wang 09/29/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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