Metalpha Technology : Cessation and Proposed Sale of the Mainland China Business – Form 6-K
Cessation and Proposed Sale of the Mainland China Organization
On January 20, 2023, the board of administrators (the “Board”) of Metalpha Technological innovation Keeping Minimal, an exempted corporation incorporated and present underneath the legislation of the Cayman Islands (previously known as Dragon Victory Intercontinental Confined, the “Company”), unanimously approved the Firm’s program to discontinue and stop all enterprise functions in Mainland China (collectively, the “Mainland China Small business”), which are carried out by the Company by means of its subsidiaries and variable desire entities, and to dispose of the Mainland China Organization by advertising it to one particular or far more 3rd parties. The Board famous that the Mainland China Enterprise has been and continues to be operated with huge trouble and uncertainty in a demanding economic natural environment. Therefore, the Board determined that the cessation and proposed sale of the Mainland China Enterprise would be in the ideal commercial interests of the Enterprise and would permit the management to target on expanding the Firm’s electronic asset related small business outside of Mainland China.
Amendment to Substance Definitive Agreements
On August 6, 2021, the Organization entered into a sure Consulting and Warrant Issuance Agreement (the “Consulting Arrangement”), with Natural Selection Capital Holdings Constrained, a Cayman Islands company (the “Consulting Business”), and Mr. Ming Ni (“Mr. Ni,” and with each other with the Consulting Corporation, the “Consultants”). Pursuant to the Consulting Arrangement, the Consultants agreed to deliver specified companies to the Firm in relationship with the Business Transformation (as defined in the Consulting Agreement), and the Business agreed to issue (i) warrants to the Consulting Firm in 4 equivalent tranches to order an combination of 14,000,000 Normal Shares (the “Consulting Business Warrants”) and (ii) warrants to Mr. Ni to obtain an combination of 2,000,000 Common Shares (the “Ni Warrants). The Consulting Organization Warrants will turn into exercisable on the afterwards of (i) the one particular-calendar year anniversary of the issuance and (ii) the relevant Vesting Dates (as described in the Consulting Arrangement) and will expire on the 10th anniversary from the date on which they develop into exercisable (the “Consulting Business Warrant Expiry Dates)”. The Ni Warrants will grow to be exercisable the moment issued and will expire five several years after issuance.
On January 26, 2023, the Organization and the Consultants entered into an Amendment Agreement to the Consulting Arrangement (the “Modification Settlement”), to modify every of the Consulting Corporation Warrant Expiry Dates to August 6, 2031.
The foregoing description of the Consulting Agreement and the Amendment Settlement does not purport to be comprehensive and is qualified in its entirety by reference to the total textual content of the Consulting Settlement and the Modification Settlement, which are filed hereto as Show 10.1 and Show 10.2 and integrated herein by reference.