AMENDMENT AND RESTATEMENT OF 2024 SHARE INCENTIVE PLAN (Form 6-K)

AMENDMENT AND RESTATEMENT OF 2024 SHARE INCENTIVE PLAN

Metalpha Technology Holding Limited (the "Company") previously adopted its 2024 Share Incentive Plan (the "2024 Plan"), which became effective on October 12, 2024.

On September 28, 2026, the Company's board of directors (the "Board"), acting upon the recommendation of the compensation committee of the Board, approved the amendment and restatement of the 2024 Plan (as so amended and restated, the "Amended and Restated 2024 Plan") for the purpose of increasing the maximum aggregate number of ordinary shares of the Company, par value US$0.0001 per share (the "Ordinary Shares"), which may be issued pursuant to all awards under the 2024 Plan (the "Share Limit") from 2,000,000 Ordinary Shares to 5,000,000 Ordinary Shares. Other than the increase in the Share Limit, the terms of the 2024 Plan remain unchanged.

The above description of the material terms of the Amended and Restated 2024 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated 2024 Plan, which is furnished as Exhibit 4.1 to this current report on Form 6-K and incorporated by reference herein.

INCORPORATION BY REFERENCE

This current report on Form 6-K shall be deemed to be incorporated by reference into the Metalpha Technology Holding Limited's registration statements on Form S-8 (File No. 333-255251 and File No. 333-283335) and F-3 (File No. 333-297098), and to be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit Index