LYL Dragon Victory International Ltd

CUSIP No. G28365 107

Securities acquired: ordinary shares, $0.0001 par value

Issuer:    Metalpha Technology Holding Limited (the “Issuer”)

Suite 1508, Central Plaza

18 Harbour Road, Wan Chai, Hong Kong, P.R. China

(+852)35652921 

On October 27, 2021, Metalpha Technology Holding Limited (formerly Dragon Victory International Limited), an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), entered into a Consulting and Warrant Issuance Agreement (the “Consulting Agreement”) with Xianqun Hu, and three other consultants (collectively, the “Consultants” and each a “Consultant”). Pursuant to the Consulting Agreement, the Consultants agreed to provide certain services to the Company in connection with the business operation of a joint venture company formed by the Company and an industry leader. Pursuant to such Consulting Agreement, the Company agreed to issue warrants to Xianqun Hu to purchase an aggregate of 900,000 ordinary shares, par value $0.0001 per share, of the Company (the “Hu Warrants”). The Hu Warrants became exercisable once issued, with an exercise price that is the lower of (i) $1.5 per share and (ii) 88% of the lowest daily volume-weighted average price of the ordinary shares for the 10-trading-day period immediately prior to the exercise of the Hu Warrants, and will expire five years after issuance.

On June 30, 2022, the Company entered into a Securities Subscription and Warrant Purchase Agreement, (the “Private Placement Agreement”), with certain investors, including directors and senior members of management of the Company, including Mr. Xianqun Hu (collectively, the “Purchasers”, and each, a “Purchaser”). Pursuant to the Private Placement Agreement, each Purchaser agreed to subscribe for and purchase, and the Company agreed to issue and sell, (A) such number of ordinary shares of the Company of par value US$0.0001 per share (with respect to such Purchaser, its “Subscription Shares”) calculated by dividing (a) the purchase price paid by such Purchaser to the Company, as set forth in Schedule A of the Private Placement Agreement, by (b) the per share purchase price (the “Per Share Purchase Price”) that is the higher of (i) US$1.00 and (ii) 88% of the lowest daily dollar volume-weighted average price of the ordinary shares on the NASDAQ Capital Market (as reported by Bloomberg) during the last 10 trading days immediately preceding the execution date of the Private Placement Agreement; and (B) certain warrants, in substantially the form attached as Exhibit A to the Private Placement Agreement, to purchase an aggregate number of ordinary shares that equals twice the number of the Subscription Shares (with respect to such Purchaser, its “Subscription Warrants”). The aggregate purchase price for the 960,000 ordinary shares acquired by Mr. Hu on June 30, 2022 was US$960,000. The source of these funds was the personal funds of Mr. Hu. As of the filing of this Schedule 13D, an aggregate of 960,000 Subscriptions Warrants have vested.

On February 1, 2023, the Issuer issued to Mr. Hu 480,000 ordinary shares, representing 50% of the vesting proportion earned as of January 26, 2023, under the 2022 Performance Incentive Plan of the Company.

As a result of the above-mentioned transaction, Mr. Hu currently beneficially owns 10.03% of ordinary shares of the Issuer.

The ordinary shares beneficially owned by Mr. Hu have been acquired as consideration for his consulting services and acquired for investment purposes. Mr. Hu may make further acquisitions of ordinary shares from time to time and, subject to certain restrictions, may dispose of any or all of the ordinary shares at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities, and other factors.

Except as set forth in this Item 4, Mr. Hu does not have any present plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Other than as described in this Schedule, to the knowledge of Mr. Hu, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between Mr. Hu and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

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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