Form S-8 - Securities to be offered to employees in employee benefit plans

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: [phone]

(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 42^nd Street, 18^th Floor

New York, NY 10168

[phone]

(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: [phone]

Will H. Cai, Esq. Cooley LLP c/o 35th Floor Two Exchange Square 8 Connaught Place Central, Hong Kong [phone]

 

 

 

 

 

 

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.

 

1

 

 

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.

 

II-1

 

 

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

 

II-2

 

 

(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.

 

II-3

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Second Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 1.1 to the Registrant’s annual report on Form 20-F (File No. 001-38208) for the fiscal year ended March 31, 2023 filed with the Commission on February 12, 2024)
4.2		Registrant’s Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.1 to the Registrant’s registration statement on Form F-1 (File No. 333-214932) filed with the Commission on December 6, 2016)
5.1*		Opinion of BGA Law (Cayman) Limited, regarding the validity of the Ordinary Shares being registered
10.1		2024 Share Incentive Plan, effective on October 12, 2024 (incorporated herein by reference to Exhibit 4.1 to the Registrant’s current report on Form 6-K (File No. 001-38208) furnished with the Commission on September 26, 2024)
23.1*		Consent of WWC, P.C.
23.2*		Consent of Onestop Assurance PAC
23.3*		Consent of BGA Law (Cayman) Limited (included in Exhibit 5.1)
24.1*		Power of Attorney (included on the signature page hereto)
107*		Filing Fee Table

 

 

*

Filed herewith.

 

II-4

 

 

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

 

II-5

 

 

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.

 

1

 

 

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

 

2

 

 

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.

 

9.

The Plan.

 

3

 

 

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.

 

4

 

 

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.

 

5

 

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:[e-mail] 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.

 

 

---