MATH Metalpha Technology Holding Ltd

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

(Rule 13d-102)

 

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No.1)*

 

Metalpha Technology Holding Limited

(Name of Issuer)

 

Ordinary Shares

(Title of Class of Securities)

 

G28365107

(CUSIP Number)

 

November 30, 2023

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. G28365107

Schedule 13G

Page 1 of 7

 

1	Names of Reporting Persons   Folius Digital Opportunities Master Fund Ltd.
2	Check the Appropriate Box if a Member of a Group	(a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   3,819,008
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   3,819,008

9	Aggregate Amount Beneficially Owned by Each Reporting Person   3,819,008
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   11.7%
12	Type of Reporting Person   CO

 

 

CUSIP No. G28365107

Schedule 13G

Page 2 of 7

 

1	Names of Reporting Persons   Folius Ventures LLC
2	Check the Appropriate Box if a Member of a Group	(a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   3,819,008
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   3,819,008

9	Aggregate Amount Beneficially Owned by Each Reporting Person   3,819,008
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   11.7%
12	Type of Reporting Person   OO (Limited Liability Company)

 

 

CUSIP No. G28365107

Schedule 13G

Page 3 of 7

 

1	Names of Reporting Persons   Chau Kam
2	Check the Appropriate Box if a Member of a Group	(a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Hong Kong

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   3,819,008
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   3,819,008

9	Aggregate Amount Beneficially Owned by Each Reporting Person   3,819,008
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   11.7%
12	Type of Reporting Person   IN

 

 

CUSIP No. G28365107

Schedule 13G

Page 4 of 7

 

ITEM 1.

(a) Name of Issuer:

 

Metalpha Technology Holding Limited (the “Issuer”).

 

(b) Address of Issuer’s Principal Executive Offices:

 

Suite 1508, Central Plaza 18 Harbour Road, Wan Chai, Hong Kong, China.

 

ITEM 2.

(a) Name of Person Filing:

 

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

 

●

Folius Digital Opportunities Master Fund Ltd.

 

●

Folius Ventures LLC

 

●

Chau Kam

 

(b) Address or Principal Business Office:

 

The principal business address for Folius Digital Opportunities Master Fund Ltd. is c/o Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, Grand Cayman, PO Box 10240, KY1-1002, Cayman Islands. The principal business address for each of Folius Ventures LLC and Chau Kam is c/o Vcorp Services LLC, 1013 Centre Road, Suite 403-B, Wilmington, DE 19805.

 

(c) Citizenship of each Reporting Person is:

 

Folius Digital Opportunities Master Fund Ltd. is organized under the laws of the Cayman Islands. Folius Ventures LLC is organized under the laws of the State of Delaware. Chau Kam is a citizen of Hong Kong.

 

(d) Title of Class of Securities:

 

Ordinary Shares, par value $0.0001 per share (“Ordinary Shares”).

 

(e) CUSIP Number:

 

G28365107

 

ITEM 3.

 

Not applicable.

 

 

CUSIP No. G28365107

Schedule 13G

Page 5 of 7

 

ITEM 4.

Ownership.

 

(a-c)

 

The ownership information presented below represents beneficial ownership of the Ordinary Shares as of the date of this filing, based upon 32,698,371 Ordinary Shares outstanding as of May 29, 2023, as provided by the Issuer.

 

Reporting Person		Amount beneficially owned				Percent of class:				Sole power to vote or to direct the vote:				Shared power to vote or to direct the vote:				Sole power to dispose or to direct the disposition of:				Shared power to dispose or to direct the disposition of:
Folius Digital Opportunities Master Fund Ltd.			3,819,008				11.7	%			0				3,819,008				0				3,819,008
Folius Ventures LLC			3,819,008				11.7	%			0				3,819,008				0				3,819,008
Chau Kam			3,819,008				11.7	%			0				3,819,008				0				3,819,008

 

Folius Digital Opportunities Master Fund Ltd. is the record holder of the securities reported herein. Chau Kam is the Managing Member of Folius Ventures LLC, which is the investment manager of Folius Digital Opportunities Master Fund Ltd. As a result of these relationships, Folius Ventures LLC and Chau Kam may be deemed to share beneficial ownership of the Ordinary Shares held of record by Folius Digital Opportunities Master Fund Ltd.

 

ITEM 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

ITEM 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

ITEM 9.

Notice of Dissolution of Group.

 

Not applicable.

 

ITEM 10.

Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

CUSIP No. G28365107

Schedule 13G

Page 6 of 7

 

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.

 

Date: December 4, 2023

 

	Folius Digital Opportunities Master Fund Ltd.
	By:	Folius Ventures LLC
	By:	/s/ Chau Kam
	Name:	Chau Kam
	Title:	Managing Member
	Folius Ventures LLC
	By:	/s/ Chau Kam
	Name:	Chau Kam
	Title:	Managing Member
	Chau Kam
	/s/ Chau Kam

 

 

CUSIP No. G28365107

Schedule 13G

Page 7 of 7

 

LIST OF EXHIBITS

 

Exhibit No.		Description
99		Joint Filing Agreement (previously filed).

 

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