SCHEDULE 13D: Amber International Holding Limited Completes Merger with Amber DWM, Significant Ownership Shift Reported

Amber International Holding Limited, formerly iClick Interactive Asia Group Limited, has completed its merger with Amber DWM Holding Limited, resulting in a substantial change in beneficial ownership and corporate control.

Summary

• Amber International Holding Limited (formerly iClick Interactive Asia Group Limited) completed its merger with Amber DWM Holding Limited on March 12, 2025.
• Following the merger, Amber DWM's digital wealth management business, Amber Premium, is now wholly owned by Amber International Holding Limited.
• Shareholders of Amber DWM immediately prior to the merger now own approximately 90% of the outstanding shares and 97% of the voting power of the combined company.
• Former iClick Interactive Asia Group Limited shareholders now own approximately 10% of the outstanding shares and 3% of the voting power.
• The reporting persons, Amber Global Limited, Yuao Wu (Michael), Amber Fort Limited, and Amber Primary Unit Holding Limited, collectively hold approximately 92.9% of the Issuer's voting power.
• Amber Global Limited beneficially owns 309,834,744 Class A Ordinary Shares, representing 68.4% of the class.
• Yuao Wu (Michael) beneficially owns 346,067,981 shares, representing 76.4% of the class, through his control over Amber Fort Limited and his entitlement to appoint a majority of the board of directors of Amber Global Limited.
• Amber Fort Limited and Amber Primary Unit Holding Limited also report beneficial ownership of 346,067,981 shares (76.4%) and 309,834,744 Class A shares (68.4%) respectively, due to their joint entitlement to appoint a majority of Amber Global Limited's board.
• Each Class B ordinary share is convertible into one Class A ordinary share and carries 30 votes per share, while Class A shares carry one vote per share.
• Certain shareholders, including Amber Fort Limited and Amber Global Limited, have entered into lock-up agreements preventing the transfer of shares received in the merger for a period of 12 months following the closing date.

Sentiment

Score: 6

Explanation: The document is primarily a factual disclosure of a completed merger and resulting ownership structure. While the dilution for former ICLK shareholders could be seen as negative, the successful completion of the strategic acquisition and the clear control structure for the new majority owners are positive for the combined entity's stability and future direction. The sentiment is neutral to slightly positive due to the successful execution of a strategic transaction.

Positives

• The merger successfully completed, integrating Amber DWM's digital wealth management business into Amber International Holding Limited.
• The transaction provides the Issuer with 100% control over Amber DWM's business, streamlining operations and strategic direction.
• The significant concentration of ownership among the reporting persons (92.9% voting power) suggests strong control and potentially unified strategic direction post-merger.

Negatives

• The substantial dilution for pre-merger iClick Interactive Asia Group Limited shareholders, who now hold only 10% of outstanding shares and 3% voting power, could be perceived negatively by existing investors.

Risks

• The lock-up agreements on shares received in the merger will expire 12 months after March 12, 2025, potentially leading to increased selling pressure from major shareholders once the restriction lifts.
• The concentration of voting power (92.9%) among the reporting persons could limit the influence of minority shareholders on corporate decisions.

Future Outlook

The reporting persons intend to regularly review their investment in Amber International Holding Limited and may, at any time, acquire additional securities, dispose of existing securities, or take other actions, considering factors such as the Issuer's business and prospects, other business opportunities, regulatory changes, economic conditions, and market liquidity. They explicitly reserve the right to change their intentions.

Industry Context

This filing reflects a significant consolidation within the digital wealth management sector, as a publicly traded entity (formerly iClick Interactive Asia Group Limited) has acquired a specialized digital wealth management business (Amber DWM). This move aligns with a broader trend of traditional and digital companies seeking to expand their financial services offerings and capture market share in the growing digital asset and wealth management space.

Management Changes

Corporate Governance

Legal Proceedings

• No Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the last five years.
• No Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws in the last five years.

Related Party Transactions

• The entire merger transaction itself is a significant related party transaction, as the reporting persons (Amber Global Limited, Yuao Wu (Michael), Amber Fort Limited, and Amber Primary Unit Holding Limited) are entities and individuals associated with Amber DWM Holding Limited, which was acquired by the Issuer.
• Lock-up agreements were entered into between the Issuer (formerly ICLK) and certain shareholders immediately following the merger, including Amber Fort Limited and Amber Global Limited, restricting the transfer of shares received in the merger for 12 months.

Stakeholder Impact

• **Shareholders (pre-merger ICLK):** Significant dilution of ownership and voting power (from 100% to 10% shares / 3% voting power), potentially impacting their influence and future returns.
• **Shareholders (pre-merger Amber DWM):** Became the new majority owners of the combined entity (90% shares / 97% voting power), gaining control and a public listing for their business.
• **Management/Employees:** The board is now composed of directors designated by Amber DWM, indicating a shift in leadership and strategic direction, which may affect employees of both former entities.
• **Customers:** The merger of Amber DWM's digital wealth management business into a publicly traded entity could lead to expanded services or changes in service delivery, potentially impacting customers of Amber Premium.
• **Creditors:** The change in corporate structure and ownership could alter the credit profile of the combined entity, though the document does not provide specific financial details to assess this impact.

Next Steps

• The reporting persons will continue to review their investment in Amber International Holding Limited on a regular basis.
• The Issuer's board now consists of six directors designated by Amber DWM, indicating a new management and strategic direction.
• The lock-up period for certain major shareholders will expire 12 months after March 12, 2025, at which point those shares may become transferable.

Key Dates

Keywords

Merger, Beneficial Ownership, SEC Filing, Schedule 13D, Corporate Control, Digital Wealth Management, Lock-Up Agreement, Shareholder Structure, Corporate Governance, Investment Holding