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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Amber International Holding Limited (Name of Issuer) |
Class A Ordinary Shares, par value of $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Yuao Wu Amber International Holding Limited, 1 Wallich Street, #30-02 Guoco Tower Singapore, U0, 078881 65 60220228 Yi Gao, Esq. Simpson Thacher & Bartlett, 35th Floor, ICBC Tower, 3 Garden Road, Central Hong Kong, K3, 00000 852-2514-7600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/29/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Amber Global Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Rows 8, 10, 11 and 13 -- Immediately following the Share Distribution (as defined below), Amber Global Limited ("AGL") no longer beneficially owned any Class A Ordinary Shares of the Issuer. As a result, immediately after the filing of this Amendment, AGL will cease to be a member of the group of Reporting Persons for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. This Amendment constitutes an exit filing for AGL.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Yuao Wu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
131,942,913.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 1 -- Yuao Wu is also known as Michael Wu and was listed in the initial Schedule 13D (as defined below) as "Yuao Wu (Michael)".
Rows 8, 10 and 11 -- Immediately following the Share Distribution, AGL ceased to hold any Class A Ordinary Shares of the Issuer. The aggregate amount beneficially owned by Mr. Yuao Wu represents (i) 36,233,237 Class B Ordinary Shares held by Amber Fort Limited, (ii) 69,552,266 Class A Ordinary Shares received by Amber Fort Limited as a transferee in the Share Distribution, (iii) 19,458,931 Class A Ordinary Shares received by Amber Primary Unit Holding Limited as a transferee in the Share Distribution, and (iv) 6,698,479 Class A Ordinary Shares received by Digital Future Alliance Limited as a transferee in the Share Distribution. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time at the option of the holder thereof. Each Class B Ordinary Share is entitled to 30 votes per share, and each Class A Ordinary Share is entitled to one vote per share. Mr. Wu is the sole director of each of Amber Fort Limited, Amber Primary Unit Holding Limited and Digital Future Alliance Limited and may be deemed to beneficially own the shares held by each such entity. Mr. Wu disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein.
Row 13 -- Calculated in accordance with Rule 13d-3(d)(1)(i) on the basis of (i) 432,954,386 Class A Ordinary Shares issued and outstanding as of March 31, 2026 (excluding the Class A ordinary shares held by JPMorgan Chase Bank N.A., the Issuer's depositary, underlying the share-based awards reserved for issuance under certain employee incentive plans of the Issuer), as reported in the Issuer's Form 20-F filed on May 13, 2026, plus (ii) 36,233,237 Class B Ordinary Shares deemed converted into Class A Ordinary Shares solely for purposes of this calculation.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Amber Fort Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
105,785,503.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 -- Amber Fort Limited's beneficial ownership represents (i) 36,233,237 Class B Ordinary Shares it holds directly, and (ii) 69,552,266 Class A Ordinary Shares it received as a transferee in the Share Distribution. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time at the option of the holder thereof. Each Class B Ordinary Share is entitled to 30 votes per share, and each Class A Ordinary Share is entitled to one vote per share. Immediately following the Share Distribution, Amber Fort Limited no longer beneficially owned Class A Ordinary Shares indirectly through AGL.
Row 13 -- Calculated in accordance with Rule 13d-3(d)(1)(i) on the basis of (i) 432,954,386 Class A Ordinary Shares issued and outstanding as of March 31, 2026 (excluding the Class A Ordinary Shares held by JPMorgan Chase Bank N.A., the Issuer's depositary, underlying the share-based awards reserved for issuance under certain employee incentive plans of the Issuer), as reported in the Issuer's Form 20-F filed on May 13, 2026, plus (ii) 36,233,237 Class B Ordinary Shares deemed converted into Class A Ordinary Shares solely for purposes of this calculation.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Amber Primary Unit Holding Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,458,931.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 -- Amber Primary Unit Holding Limited's beneficial ownership represents 19,458,931 Class A Ordinary Shares it received as a transferee in the Share Distribution. Immediately following the Share Distribution, Amber Primary Unit Holding Limited no longer beneficially owned Class A Ordinary Shares indirectly through AGL and ceased to beneficially own more than five percent of the outstanding Class A Ordinary Shares of the Issuer. As a result, immediately after the filing of this Amendment, Amber Primary Unit Holding Limited will cease to be a member of the group of Reporting Persons for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. This Amendment constitutes an exit filing for Amber Primary Unit Holding Limited.
Row 13 -- Calculated in accordance with Rule 13d-3(d)(1)(i) on the basis of 432,954,386 Class A Ordinary Shares issued and outstanding as of March 31, 2026 (excluding the Class A ordinary shares held by JPMorgan Chase Bank N.A., the Issuer's depositary, underlying the share-based awards reserved for issuance under certain employee incentive plans of the Issuer), as reported in the Issuer's Form 20-F filed on May 13, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value of $0.001 per share | |
| (b) | Name of Issuer:
Amber International Holding Limited | |
| (c) | Address of Issuer's Principal Executive Offices:
1 Wallich Street, #30-02 Guoco Tower, Singapore,
SINGAPORE
, 078881. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment") hereby amends the initial Schedule 13D filed with the U.S. Securities and Exchange Commission on March 12, 2025 (the "Schedule 13D"), on behalf of (i) Amber Global Limited, a Cayman Islands company, (ii) Mr. Yuao Wu, a citizen of Hong Kong, (iii) Amber Fort Limited, a Cayman Islands company and (iv) Amber Primary Unit Holding Limited, a British Virgin Islands company. Except as amended and supplemented herein, the information set forth in the Schedule 13D remains unchanged, and capitalized terms used but not defined herein have the meanings assigned thereto in the Schedule 13D. This Amendment constitutes an exit filing for Amber Global Limited and Amber Primary Unit Holding Limited. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 of the Schedule 13D is hereby amended to add the following:
AGL and Amber Primary Unit Holding Limited shall no longer be a member of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment. The remaining Reporting Persons, namely Mr. Yuao Wu and Amber Fort Limited, will continue filing jointly on Schedule 13D with respect to their beneficial ownership of securities of the Issuer. Each of such remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6 below. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended by adding the following paragraphs:
On May 29, 2026, pursuant to the unanimous written resolutions of the board of directors of the Issuer dated May 29, 2026, AGL effected a pro-rata in-kind distribution to its shareholders of all 309,834,748 Class A Ordinary Shares previously held by AGL in the Issuer (the "Share Distribution"). The Share Distribution was effected in connection with the restructuring of AGL's investment holdings. Immediately following the Share Distribution, AGL held no Class A Ordinary Shares of the Issuer and Amber Primary Unit Holding Limited ceased to beneficially own more than five percent of the outstanding Class A Ordinary Shares of the Issuer. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended by adding the following paragraphs:
The information set forth in or incorporated by reference into Item 3 of this Amendment is hereby incorporated by reference in its entirety into this Item 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The responses of each Reporting Person to Rows 7 through 13 of the cover pages of this Amendment are hereby incorporated by reference into this Item 5. Except as otherwise stated herein, each Reporting Person expressly disclaims any beneficial ownership of the Class A Ordinary Shares held by each other Reporting Person.
In addition, Mr. Yuao Wu and Amber Fort Limited collectively owned approximately 77.8% of the voting power of the Issuer as of immediately following the consummation of the Share Distribution. | |
| (b) | See Item 5(a) above. | |
| (c) | Except as disclosed in the Schedule 13D, none of the Reporting Persons has effected any transaction in the Class A Ordinary Shares during the 60 days preceding the date hereof. | |
| (d) | Except as disclosed in the Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares beneficially owned by any of the Reporting Persons. | |
| (e) | As of May 29, 2026, AGL and Amber Primary Unit Holding Limited ceased to be the beneficial owner of more than five percent of the outstanding Class A Ordinary Shares of the Issuer. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended by adding the following paragraphs:
In connection with this Amendment, the Reporting Persons who will remain Reporting Persons following the filing of this Amendment, namely Mr. Yuao Wu and Amber Fort Limited, have entered into a Joint Filing Agreement, dated as of May 29, 2026 (the "Joint Filing Agreement"), pursuant to which such persons have agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. A copy of the Joint Filing Agreement is filed as Exhibit 99.1 hereto and is incorporated by reference into this Item 6. The Joint Filing Agreement shall become effective, and the joint filing agreement previously filed as Exhibit 99.1 to the initial Schedule 13D filed on March 12, 2025 shall terminate, in each case, as of immediately after the filing of this Amendment. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended by adding the following exhibits:
99.1 Joint Filing Agreement, dated as of May 29, 2026, by and among Mr. Yuao Wu and Amber Fort Limited. | ||
| 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.
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Exhibit 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(K)(1)
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto executed by each of them) with respect to the Class A ordinary shares, par value of $0.001 per share, of Amber International Holding Limited, a company incorporated in the Cayman Islands, and that this Agreement may be included as an exhibit to such joint filing.
Each of the undersigned is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement on May 29, 2026.
[Signature Page Follows]
| YUAO WU | ||
| By: |
/s/ Yuao Wu | |
| Name: Yuao Wu | ||
| AMBER FORT LIMITED | ||
| By: |
/s/ Yuao Wu | |
| Name: Yuao Wu | ||
| Title: Director | ||
[Joint Filing Agreement]