PART I [Item 3. Key Information](index=8&type=section&id=ITEM%203.%20KEY%20INFORMATION) The company operates as a holding company with significant business, jurisdictional, and stock-related risks - Metalpha Technology Holding Limited is a Cayman Islands holding company that conducts its operations through subsidiaries in the British Virgin Islands, Panama, and Hong Kong[25](index=25&type=chunk) [Risk Factors](index=9&type=section&id=D.%20Risk%20Factors) The company faces substantial risks from its limited operating history, customer concentration, regulatory landscape, and PFIC status - The company has a limited operating history in the wealth management sector, having started in December 2021, and previously ceased all business operations in mainland China in March 2023[33](index=33&type=chunk) - For FY2025, the top three customers accounted for approximately **35.7% of the total transaction size**, indicating a significant, though decreasing, customer concentration risk[42](index=42&type=chunk)[211](index=211&type=chunk) - The company relies on its substantial shareholder, Northstar Digital Holding, which accounted for **10.5% of the total transaction size in FY2025** and provides critical technical and customer referral services[39](index=39&type=chunk)[40](index=40&type=chunk) - The company has received multiple non-compliance notifications from Nasdaq regarding minimum bid price and timely filing of reports, although compliance was subsequently regained for each instance[109](index=109&type=chunk)[110](index=110&type=chunk)[111](index=111&type=chunk) - Based on its analysis, the company believes it was a **Passive Foreign Investment Company (PFIC)** for the fiscal year ended March 31, 2025, which can lead to adverse U.S. federal income tax consequences for U.S. shareholders[125](index=125&type=chunk)[366](index=366&type=chunk) [Item 4. Information on the Company](index=31&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) The company transitioned from supply chain management to a digital asset wealth management service provider [History and Development of the Company](index=31&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) The company rebranded, divested its China business, and expanded into North America through a joint venture - The company changed its corporate name from Dragon Victory International Limited to Metalpha Technology Holding Limited in November 2022[127](index=127&type=chunk) - In March 2023, the company completed the disposition of all its business operations in mainland China, terminating its VIE structure and shifting focus away from the region[135](index=135&type=chunk) - In April 2024, the company partnered with Algos Electronics Corp. to establish a joint venture, NOWLIT FinTech Solutions Corp., in Canada to target the North American market[137](index=137&type=chunk) [Business Overview](index=32&type=section&id=B.%20Business%20Overview) The business generates income from cryptocurrency derivatives and a new licensed securities advising segment in Hong Kong Income from Wealth Management Services (FY2023-FY2025) | Fiscal Year Ended March 31, | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | | Income from Wealth Management Services | $5.7 million | $16.8 million | $41.4 million | - In FY2025, securities advising and asset management services, a new business line, accounted for **11.2% of total income**[141](index=141&type=chunk)[146](index=146&type=chunk) - The company's strategy focuses on large institutions and high-net-worth individuals, offering structured derivative products based on major cryptocurrencies like Bitcoin and Ethereum to provide risk-adjusted returns[143](index=143&type=chunk)[153](index=153&type=chunk) - The company's Hong Kong subsidiary, LSQ Capital Limited, holds Type 1 (Dealing in Securities), Type 4 (Advising on Securities), and Type 9 (Asset Management) licenses from the SFC[146](index=146&type=chunk)[217](index=217&type=chunk) [Item 5. Operating and Financial Review and Prospects](index=49&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) The company's strategic shift to crypto wealth management drove significant income growth and a return to profitability in FY2025 Financial Performance from Continuing Operations (FY2023-FY2025) | Fiscal Year Ended March 31, | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | | **Income** | $5.7 million | $16.8 million | $46.6 million | | **Profit/(Loss)** | ($11.9 million) | ($3.7 million) | $15.9 million | - Customer concentration has decreased over the past three years; the top three customers represented **90.3%** of transaction size in FY2023, **53.2%** in FY2024, and **35.7%** in FY2025[211](index=211&type=chunk) [Results of Operations](index=53&type=section&id=Results%20of%20Operations) The company achieved a significant turnaround in FY2025 with a $15.9 million net profit, driven by a 166% revenue increase Consolidated Results of Operations (FY2023-FY2025) | For the fiscal year ended March 31, | 2025 (US$) | 2024 (US$) | 2023 (US$) | | :--- | :--- | :--- | :--- | | **Revenue** | 44,567,257 | 16,763,545 | 5,692,056 | | **Gross profit** | 21,302,293 | 5,627,748 | 2,020,658 | | **Profit (loss) for the year from continuing operation** | 15,894,755 | (3,679,409) | (11,919,338) | | **Profit (loss) for the year** | 15,894,755 | (3,679,409) | (20,167,351) | | **EPS - basic and diluted (US$)** | 0.41 | (0.11) | (0.76) | [Liquidity and Capital Resources](index=56&type=section&id=C.%20Liquidity%20and%20Capital%20Resources) Cash increased to $6.9 million in FY2025, supported by positive operating cash flow and financing from a private placement Summary of Cash Flows (FY2023-FY2025) | For the Fiscal Year Ended March 31, | 2025 (US$) | 2024 (US$) | 2023 (US$) | | :--- | :--- | :--- | :--- | | Net cash from/(used in) operating activities | 71,990 | (11,599,148) | (1,140,324) | | Net cash (used in)/from investing activities | (23,309) | 32,678 | (20,423) | | Net cash from financing activities | 2,108,179 | 9,733,969 | 2,595,088 | | **Cash and cash equivalents at end of year** | **6,919,869** | **4,880,413** | **6,748,115** | [Critical Accounting Estimates](index=59&type=section&id=F.%20Critical%20Accounting%20Estimates) Critical estimates involve valuing digital assets as inventory at fair value, with payables using complex Level 3 models - Digital assets are accounted for as inventories under IAS 2 for commodity broker-traders and are measured at fair value less costs to sell, with changes in fair value recognized in profit or loss[257](index=257&type=chunk)[556](index=556&type=chunk) Fair Value Hierarchy Summary (As of March 31, 2025) | Description | Level 1 (US$) | Level 3 (US$) | Total (US$) | | :--- | :--- | :--- | :--- | | Digital assets | 221,162,809 | - | 221,162,809 | | Listed equity securities | 13,538,564 | - | 13,538,564 | | Unlisted equity securities | - | 240,001 | 240,001 | | Digital assets payable | - | (138,224,157) | (138,224,157) | | Digital assets payable – related party | - | (10,702,814) | (10,702,814) | - The fair value of Level 3 digital asset payables is determined using the Binomial Option Pricing Model and Black-Scholes Pricing Model, which rely on significant unobservable inputs like **expected volatility (ranging from 51.57% to 88.84%)**[264](index=264&type=chunk)[668](index=668&type=chunk) [Item 6. Directors, Senior Management and Employees](index=62&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) Leadership compensation totaled $0.5 million in FY2025, with share ownership concentrated in its largest shareholder, Northstar Digital Holding Major Shareholders (as of May 31, 2025) | Name of Beneficial Owners | Percentage of Ordinary Shares | Percentage of Aggregate Voting Power | | :--- | :--- | :--- | | Northstar Digital Holding | 27.8% | 27.8% | | LSQ Investment Fund SPC-Disruptive Opportunity Fund II SP | 9.4% | 9.4% | | Xianqun Hu | 9.3% | 9.3% | | Folius Digital Opportunities Master Fund Ltd. | 8.9% | 8.9% | | All directors and executive officers as a group | 5.9% | 5.9% | - For the fiscal year ended March 31, 2025, the aggregate cash compensation paid to directors and executive officers was approximately **$0.5 million**[280](index=280&type=chunk) - The company has a 2022 and a 2024 Share Incentive Plan to grant awards to employees and other eligible persons; the 2024 plan includes an evergreen provision to increase the share reserve annually[281](index=281&type=chunk)[282](index=282&type=chunk) [Item 7. Major Shareholders and Related Party Transactions](index=70&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) The company has significant operational and financial interdependence with its major shareholder and key customer, Northstar Digital Holding - Substantial shareholder Northstar Digital Holding is also a key customer and provides technical management and customer introduction services, indicating a high degree of operational and financial interdependence[302](index=302&type=chunk) Balances with Northstar Digital Holding | As of March 31, | 2023 (US$) | 2024 (US$) | 2025 (US$) | | :--- | :--- | :--- | :--- | | Digital assets payables | 21.1 million | 2.9 million | nil | | Payables to customers | 4.6 million | 3,548 | 10,483 | - For FY2025, the aggregate value of derivative products entered into with other related parties (shareholders, directors, officers) was approximately **$28.7 million**[305](index=305&type=chunk) [Item 10. Additional Information](index=72&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) Key disclosures include material financing contracts and the company's classification as a Passive Foreign Investment Company (PFIC) - The company believes it was a **Passive Foreign Investment Company (PFIC)** for its taxable year ended March 31, 2025, subjecting U.S. Holders to special adverse tax rules[366](index=366&type=chunk)[368](index=368&type=chunk) - The company entered into a securities subscription and warrant purchase agreement with Northstar Technologies in November 2022 for an aggregate consideration of **$4.5 million**, which included shares, Type A warrants, and Type B warrants[345](index=345&type=chunk) - As a Cayman Islands company, it is not subject to profits, income, gains, or appreciation taxes in its jurisdiction of incorporation[351](index=351&type=chunk) [Item 11. Quantitative and Qualitative Disclosures About Market Risk](index=82&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is primarily exposed to digital asset price volatility, counterparty credit risk, and concentration risk - The company's primary market risk is **price risk** due to the significant price volatility of digital assets like Bitcoin and Ethereum[392](index=392&type=chunk)[393](index=393&type=chunk) - As of March 31, 2025, two counterparties accounted for more than 10% of digital assets payable, and two counterparties accounted for more than 10% of payables to customers, indicating **concentration risk**[398](index=398&type=chunk)[672](index=672&type=chunk) - The company's quantitative trading strategies are vulnerable to significant losses during unforeseen and extreme market events, and also face risks from defective algorithms, hacking, and counterparty failure[396](index=396&type=chunk)[660](index=660&type=chunk) PART II [Item 15. Controls and Procedures](index=86&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls were ineffective as of March 31, 2025, due to a lack of qualified accounting personnel - Management concluded that disclosure controls and procedures were **not effective** as of March 31, 2025, due to a lack of qualified internal accounting personnel with sufficient knowledge of IFRS and SEC reporting standards[405](index=405&type=chunk) - The company is a non-accelerated filer and is therefore exempt from the auditor attestation requirement for its internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act[410](index=410&type=chunk)[411](index=411&type=chunk) [Item 16. Corporate Governance and Other Matters](index=87&type=section&id=ITEM%2016.%20Corporate%20Governance%20and%20Other%20Matters) Key governance matters include a recent change in auditor, reliance on home country rules, and new cybersecurity disclosures - On April 3, 2024, the company dismissed its independent auditor WWC, P.C. and appointed OneStop Assurance PAC; WWC, P.C.'s prior audit report included a **going concern** paragraph[422](index=422&type=chunk)[423](index=423&type=chunk) - As a foreign private issuer, the company follows its home country (Cayman Islands) practices, exempting it from certain Nasdaq shareholder approval requirements for equity issuances[427](index=427&type=chunk)[428](index=428&type=chunk) - The company has implemented cybersecurity risk management processes overseen by the audit committee, with day-to-day management handled by a team including the CEO, COO, and CFO[433](index=433&type=chunk)[438](index=438&type=chunk)[439](index=439&type=chunk) PART III [Item 18. Financial Statements](index=93&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) The audited IFRS financial statements show a return to profitability, with the auditor identifying digital asset accounting as a Critical Audit Matter [Report of Independent Registered Public Accounting Firm](index=98&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The current auditor issued an unqualified opinion with a Critical Audit Matter, while the prior auditor's report included a going concern warning - The auditor for FY2025 and FY2024, OneStop Assurance PAC, identified the accounting for digital asset transactions and balances as a **Critical Audit Matter**, citing the materiality, estimation, judgment, and complex calculations involved[459](index=459&type=chunk)[460](index=460&type=chunk) - The previous auditor, WWC, P.C., included a **'Substantial Doubt about the Company's Ability to Continue as a Going Concern'** paragraph in their audit report for the financial statements as of March 31, 2023[465](index=465&type=chunk) [Consolidated Financial Statements](index=102&type=section&id=Consolidated%20Financial%20Statements) Financials show significant growth in assets and equity, with a $15.9 million profit in FY2025 reversing prior year losses Consolidated Statement of Financial Position Highlights | As of March 31, | 2025 (US$) | 2024 (US$) | | :--- | :--- | :--- | | **Total Assets** | 246,771,615 | 174,718,509 | | Digital assets | 221,162,809 | 126,468,184 | | **Total Liabilities** | 210,213,086 | 157,867,334 | | Digital assets payable (incl. related party) | 148,926,971 | 80,364,190 | | **Total Equity** | 36,558,529 | 16,851,175 | Consolidated Statement of Profit or Loss Highlights | For the year ended March 31, | 2025 (US$) | 2024 (US$) | 2023 (US$) | | :--- | :--- | :--- | :--- | | **Income from principal activities** | 44,567,257 | 16,763,545 | 5,692,056 | | **Profit (loss) for the year** | 15,894,755 | (3,679,409) | (20,167,351) |

Core Insights - Longyun International (MATH) experienced a significant stock price increase of 10.66%, reaching $3.84 per share with a trading volume of $1.6938 million and a total market capitalization of $147 million [1] Financial Performance - As of September 30, 2024, Longyun International reported total revenue of $19.7207 million, representing a year-over-year growth of 287.81% [1] - The company's net profit attributable to shareholders was $6.0449 million, showing a substantial increase of 256.73% compared to the previous year [1] Business Overview - Metalpha Technology Holding Limited, formerly known as Longyun Network Technology Co., Ltd., provides supply chain management platform services in China [1] - The company also offers cryptocurrency derivative services, including market-making on cryptocurrency-related products and collaborating with clients to create customized tools for experienced investors to establish or close investment positions or implement hedging strategies [1]

Core Viewpoint - Longyun International (MATH) has shown significant financial growth, with a notable increase in revenue and net profit, indicating strong performance in the supply chain management and cryptocurrency derivative services sectors [1]. Financial Performance - As of September 30, 2024, Longyun International reported total revenue of $19.72 million, representing a year-on-year growth of 287.81% [1]. - The company's net profit attributable to shareholders reached $6.04 million, marking a year-on-year increase of 256.73% [1]. Company Overview - Metalpha Technology Holding Limited, formerly known as Longyun Network Technology Co., Ltd., provides supply chain management platform services in China [1]. - The company also offers cryptocurrency derivative services, including market-making on cryptocurrency-related products and collaborating with clients to create customized tools for experienced investors [1].

Core Insights - Metalpha Technology Holding Limited has appointed Mrs. Monique Chan as CEO of its Hong Kong-based subsidiary, LSQ Capital Limited, effective August 1, 2025, to focus on building a digital asset-friendly family office platform [1][2] Company Overview - Metalpha is a leading digital asset-focused wealth management company, aiming to provide institutional-grade services through its subsidiaries, with a strong emphasis on innovation and transparency in digital asset management [4] Leadership Experience - Mrs. Chan brings over 30 years of banking experience, having held senior positions in prestigious institutions such as Banque Privée Edmond de Rothschild HK and HSBC Private Bank, and has been recognized as one of the Top 50 Most Influential Private Banking Executives in Asia [2] Strategic Positioning - The combination of Mrs. Chan's wealth management expertise with Metalpha's innovative digital asset solutions positions the company to redefine wealth management for ultra-high-net-worth clients and family offices [3]

Core Insights - Metalpha Technology Holding Limited announced the successful completion of the LSQ Investment Fund SPC – Next Generation Fund I SP, achieving a net asset value (NAV) performance of 375.5% over its two-year investment period, significantly outperforming Bitcoin by 67.3% [1][2]. Company Performance - The Fund, managed by Metalpha's subsidiary LSQ Capital Limited, commenced trading in late March 2023 and concluded in March 2025, demonstrating exceptional investment outcomes through market insight and risk management [2][3]. - The CEO of Metalpha highlighted the company's commitment to delivering strong investment outcomes and creating significant value for investors [3]. Strategic Developments - Following the Fund's lifecycle, Metalpha will transfer its 40% equity interest in NextGen Digital Venture Limited to Mr. Jason Huang, which is expected to strengthen strategic cooperation and ensure continued excellence in fund management [3]. - NextGen Digital Venture Limited has launched Fund II to focus on crypto-related equity investments, indicating a commitment to capturing opportunities at the intersection of crypto and traditional finance [5]. Company Overview - Metalpha Technology Holding Limited is dedicated to providing digital asset-focused wealth management services and aims to lead in this field with a robust, institutional-grade platform [6].

Core Viewpoint - Metalpha Technology Holding Limited has announced the availability of its shares for trading on the Frankfurt Stock Exchange, enhancing its visibility and accessibility for European investors while maintaining its primary listing on the Nasdaq Stock Market [1][2]. Company Overview - Metalpha Technology Holding Limited is a leading digital asset wealth management company that provides digital asset-focused wealth management services through a full-service, institutional-grade platform [3]. - The company aims to become a leader in digital asset-based wealth management, emphasizing innovation and transparency in its offerings [3]. Market Impact - The listing on the Frankfurt Stock Exchange is expected to facilitate investor access across European and international markets, aligning with the growing global interest in digital asset investments [2].

Exhibit 3.1 Companies Act (As Revised) Company Limited by Shares THIRD AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF METALPHA TECHNOLOGY HOLDING LIMITED (Adopted by special resolution passed on 31 March 2025) Companies Act (As Revised) Company Limited by Shares 7 The Company is a company limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that member's shares. 8 The share capital of the Company is US $50,000 divided into 500,000,000 shares of US$ 0.00 ...

Core Insights - Metalpha Technology Holding Limited has appointed Mr. Liu Yi as Senior Advisor for its crypto mining partnerships, leveraging his 15 years of experience in the BTC mining industry [1] - The company has launched a Crypto Mining Sustainable Partnership Program aimed at building strategic alliances with global mining partners, providing advisory services and financial solutions for sustainable growth [2] - Metalpha has developed a Bitcoin Miner Index in partnership with Antalpha and FTSE Russell, which tracks a portfolio of listed Bitcoin mining companies, enhancing institutional investors' exposure to BTC mining [3] Company Initiatives - The Crypto Mining Sustainable Partnership Program is designed to empower crypto miners through capital access, risk management solutions, and long-term strategic collaboration [2] - In 2023, Metalpha partnered with the Litecoin Foundation to create hedging solutions and promote sustainable mining within the LTC ecosystem [3] - The company donated to the Hong Kong Polytechnic University in 2022 to support research on BTC mining and carbon neutrality through the Hong Kong Sustaintech Foundation [4] Industry Commitment - Metalpha is focused on fostering an innovative, transparent, and sustainable mining ecosystem, bridging capital, technology, and expertise to drive growth in the global mining industry [5] - The company provides virtual asset-linked wealth management products and services globally, employing top talent from Wall Street and offering crypto derivative products to various institutional clients [6]

Core Insights - Metalpha Technology Holding Limited reported a significant revenue increase of 388% for the six months ended September 30, 2024, reaching $19,720,654 compared to $5,085,150 in the same period of FY2024 [1][2] - The company achieved a net income of $6,044,921, a turnaround from a net loss of $3,856,955 in the prior-year period, indicating strong financial recovery and growth [2] - The Board of Directors approved a share repurchase program of up to $5 million, reflecting confidence in the company's future growth and commitment to shareholder value [3][4] Financial Performance - Total revenue for the six months ended September 30, 2024, was $19,720,654, compared to $11,678,395 for March 31, 2024, and $5,085,150 for September 30, 2023 [2] - Net income for the same period was $6,044,921, compared to $177,546 for March 31, 2024, and a net loss of $3,856,955 for September 30, 2023 [2] Strategic Initiatives - The share repurchase program will be executed over the next 36 months through various methods depending on market conditions [3] - The company aims to enhance per-share value and provide long-term returns for investors through disciplined capital allocation [4] - CEO Adrian Wang emphasized the importance of investments in talent, technology infrastructure, and internal control systems for long-term scalability and sustainability [4] Company Background - Metalpha Technology Holding Limited was founded in 2015 and went public on October 20, 2017, focusing on providing investing and wealth management services [5] - The company aims to lead in crypto wealth management services, emphasizing innovation and transparency [6]

Core Insights - Metalpha Technology Holding Limited has partnered with Gewan Holding and Zodia Markets to establish a joint venture named ZMG7 LLC, aimed at enhancing the digital asset market in the Middle East [1][4] - This partnership is a strategic move in Metalpha's global expansion plan and reinforces the UAE's role as a significant hub for digital asset management [1][4] Company Overview - Metalpha Technology Holding Limited, founded in 2015, went public on October 20, 2017, and focuses on providing investing and wealth management services through an institutional-grade platform [5] - The company aims to lead in crypto wealth management services by leveraging blockchain expertise to deliver innovation and transparency [5] Partner Insights - Gewan Holding, based in Abu Dhabi, is known for its strategic investments across various sectors and has been a key player in driving innovation within the UAE's financial sector [2] - Zodia Markets, a subsidiary of Standard Chartered, was launched in 2021 to establish a strong presence in the global digital-asset infrastructure, particularly in emerging markets [3] Joint Venture Objectives - The formation of ZMG7 LLC aligns with the UAE's push for fintech innovation and regulatory frameworks for digital assets [4] - Metalpha will utilize its expertise in derivatives innovation, market structure optimization, and risk management to develop a compliant and competitive digital asset trading and wealth management platform [4]