UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~December~~January ~~2023~~2024

Commission File Number: 001-38430

Meta Data Limited

Flat H 3/F, Haribest Industrial Building, 45-47 Au Pui Wan Street

Sha Tin New Territories

Hong Kong
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

~~Submission~~Entry ofinto ~~Matters~~Material toDefinitive ~~a Vote of Security Holders.~~Agreements

~~Meta~~Private Data Limited, a Cayman Islands exempt company (the “Company”) held its 2023 extraordinary general meeting of shareholders at 9:00 a.m. Eastern Time, December 7, 2023, at Flat H 3/F, Haribest Industrial Building, 45-47 Au Pui Wan Street, Sha Tin New Territories, Hong Kong. Holders of a total of 151,362,733 shares (consisting of 151,362,733 Class A Ordinary Shares and 0 Class B Ordinary Shares), out of a total of 153,948,323 shares (consisting of 153,948,323 Class A Ordinary Shares and 0 Class B Ordinary Shares) issued and outstanding and entitled to vote at the Meeting, and that a quorum for the transaction of business is present at the Meeting. Each Class A Ordinary Share is entitled to one vote, and each Class B Ordinary Share is entitled to ten votes. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:Placement

On December 29, 2023, Meta Data Limited (the “Company”) entered into certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to sell an aggregate of 153,948,323 units (the “Units”), each Unit consisting of one Class A ordinary share of the Company, par value $0.0005 per share (“Share”) and a warrant to purchase one Share (“Warrant”) with an initial exercise price of $0.72 per Share, or $1.44 ~~Re-election~~per American depositary share of ~~directors~~the Company (“ADS”) at a price of $0.576 per Unit, or $1.152 per ADS, for an aggregate purchase price of $88,674,234 (the “Offering”). The net proceeds of the Offering shall be used by the Company for working capital and general corporate purposes.

~~Each~~The Warrants are exercisable immediately upon the date of ~~Xiaoming~~issuance ~~Li,~~at ~~Yanyi~~an ~~Tang~~initial exercise price of $0.72 per Share, ~~Mengchu~~or ~~Zhou~~$1.152 per ADS, for cash (the “Warrant Shares”). ~~Robert~~The ~~Angell~~Warrants ~~and~~may ~~Abbie~~also Libe ~~has~~exercised ~~been~~cashlessly ~~duly~~if ~~elected,~~at ~~respectively~~any time after the three-month anniversary of the issuance date, asthere ais ~~Director~~no toeffective registration ~~hold~~statement ~~such~~registering, ~~office~~or tono current prospectus available for, the ~~earlier~~resale of ~~(i)~~ the ~~resignation~~Warrant Shares. The Warrants shall expire orfive ~~termination~~years from its date of ~~the~~issuance. ~~director~~The ~~pursuant~~Warrants are subject to customary anti-dilution provisions reflecting stock dividends and splits or other similar transactions. The Warrants contain a mandatory exercise right for the ~~terms~~Company to force exercise of the ~~director~~Warrants ~~offer~~if ~~letter;~~the Company’s Shares trades at or ~~(ii)~~above ~~the~~$2.16 ~~next~~per ~~general~~Share, ~~meeting~~or of$4.32 ~~shareholders~~per ofADS, for 20 consecutive trading days, provided, among other things, that the ~~Company~~shares issuable upon ~~which~~exercise of the ~~directors~~Warrants ofare registered or may be sold pursuant to Rule 144 and the ~~Board~~daily ~~stand~~trading ~~for~~volume exceeds ~~re-election~~300,000 Shares per trading day on each trading day in a period of 20 consecutive trading days prior to the applicable date.

Director’s Name	For	Against	Abstain	Total
Xiaoming Li	151,335,949	25,268	1,516	151,362,733
Yanyi Tang	151,335,069	26,148	1,516	151,362,733
Shengcong Ma	48,016,542	103,344,675	1,516	151,362,733
Mengchu Zhou	151,335,083	26,054	1,596	151,362,733
Robert Angell	151,335,191	26,026	1,516	151,362,733
Abbie Li	151,335,859	25,358	1,516	151,362,733

The parties to the SPA have each made customary representations, warranties and covenants, including, among other things, (a) the Purchasers are “non-U.S. Persons” as defined in Regulation S and are acquiring the Shares for the purpose of investment, (d) the absence of any undisclosed material adverse effects, and (e) the absence of legal proceedings that affect the completion of the transaction contemplated by the SPA.

2.The ToSPA ~~approve~~is ~~the~~subject ~~change~~to ofvarious ~~the~~conditions ~~Company’s~~to ~~authorized share capital~~closing, ~~from US$100~~ including,~~000~~ ~~divided~~among ~~into~~other ~~200~~things,~~000,000~~ ~~shares of a par value of US$0.0005 each, comprising of~~ (~~i) 140,000,000 Class A Ordinary Shares of~~ a ~~par value of US$0.0005 each, (ii~~) ~~20,000,000~~NYSE ~~Class~~approval ~~B Ordinary Shares~~ of ~~a par value of US$0.0005 each, and (iii) 40,000,000 shares of a par value of US$0.0005 each to be designated by~~ the ~~board~~supplemental oflisting ~~directors,~~application byfor ~~(i) redesignation of 40,000,000 shares of a par value of US$0.0005 each to be designated by~~ the ~~board~~Units ~~of directors as 40,000,000 Class A Ordinary Shares of a par value of US$0.0005 each,~~ and (iib) ~~the~~accuracy ~~creation~~ of ~~an additional (i) 19,620,000,000 Class A Ordinary Shares of a par value of US$0.0005 each, and (ii) 180,000,000 Class B Ordinary Shares of a par value of US$0.0005 each, such that~~ the ~~authorized~~parties’ representations ~~share capital shall be US$10,000,000 divided into 20,000,000,000 shares of a par value of US$0.0005 each, comprising of (i) 19,800,000,000 Class A Ordinary Shares of a par value of US$0.0005 each,~~ and ~~(ii) 200,000,000 Class B Ordinary Shares of a par value of US$0~~warranties.~~0005 each. (the “Change in Share Capital”).~~

The ~~shareholders~~forms ~~approved~~of the ~~proposal~~SPA and the Warrant are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 6-K and such document is incorporated herein by reference. The foregoing is only a brief description of the material terms of the SPA and Warrant, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.

For		Against		Abstain		Total
151,347,971		14,622		140		151,362,733

Exhibits.

Exhibit No.		Description
99.1		Form of Securities Purchase Agreement
99.2		Form of Warrant

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Meta Data Limited

	By:	/s/ Xiaoming Li
	Name:	Xiaoming Li
	Title:	Chairman of the Board of Directors and Chief Executive Officer

Date: ~~December~~January 133, ~~2023~~2024

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