SCHEDULE: Major Stakeholder Discloses Significant Holding in Amber International

Several HongShan Capital entities and HSG Holding have collectively disclosed beneficial ownership of 9.5% of Amber International Holding Limited's Class A Ordinary Shares.

Summary

• This filing is a Schedule 13G, indicating a significant beneficial ownership of Amber International Holding Limited's Class A Ordinary Shares by several related entities.
• The reporting entities include Inception Five, Ltd., Rosewood Eight Ltd., HongShan Capital Growth Fund V, L.P., HSG Growth V Management, L.P., HongShan Capital Venture Fund VIII, L.P., HSG Venture VIII Management, L.P., and HSG Holding Limited.
• Collectively, these entities beneficially own 40,968,718 Class A Ordinary Shares, representing 9.5% of the total outstanding shares.
• The ownership is structured with Inception Five directly holding 36,484,430 shares and Rosewood Eight directly holding 4,484,288 shares.
• HongShan Capital Growth Fund V wholly owns Inception Five, with HSG Growth V Management acting as its general partner.
• HongShan Capital Venture Fund VIII wholly owns Rosewood Eight, with HSG Venture VIII Management acting as its general partner.
• HSG Holding Limited acts as the general partner for both HSG Growth V Management and HSG Venture VIII Management, consolidating control.
• The filing specifies that the Class A Ordinary Shares are not for trading and that the CUSIP number 45113Y203 is assigned to the American Depositary Shares (ADS) of the Issuer, not the ordinary shares themselves.
• The total outstanding shares used for calculation is 432,954,386 as of March 31, 2026, excluding shares reserved for employee incentive plans.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily reports ownership changes without providing operational or financial performance details. The significance lies in the concentration of ownership, but its impact on the company's value is yet to be determined.

Positives

• Disclosure of a substantial stake (9.5%) by a group of related investment entities, which can indicate confidence in the company's future prospects.
• The reporting entities are investment funds and management entities, suggesting a strategic investment rather than a passive one.

Negatives

• The filing does not contain financial performance data, strategic updates, or forward-looking statements, limiting the assessment of the company's operational health.
• The disclosure pertains to ordinary shares, while the CUSIP number is for ADSs, which might cause confusion for investors tracking ADS movements.

Risks

• Potential for increased influence or control over the issuer by the reporting entities, which could lead to changes in corporate strategy or governance.
• The concentration of ownership among related entities could limit the free float of shares or influence market dynamics.
• The filing does not provide details on the investment strategy or intended holding period of these entities, leaving their long-term intentions unclear.

Future Outlook

This filing is a Schedule 13G and does not contain any forward-looking statements or guidance from the company.

Industry Context

StockSavvy.ai notes that Schedule 13G filings are common for institutional investors accumulating significant stakes. The disclosure by multiple related HongShan Capital and HSG Holding entities suggests a coordinated investment strategy, potentially aimed at influencing corporate governance or strategy within the technology or investment sector where Amber International operates.

Related Party Transactions

• The filing details a complex ownership structure where HongShan Capital Growth Fund V wholly owns Inception Five, and HSG Growth V Management is its general partner. Similarly, HongShan Capital Venture Fund VIII wholly owns Rosewood Eight, with HSG Venture VIII Management as its general partner. HSG Holding Limited acts as the general partner for both HSG Growth V Management and HSG Venture VIII Management, indicating a clear relationship and control structure among these entities.

Stakeholder Impact

• Shareholders: The disclosure of a significant 9.5% stake by a group of related entities may influence investor sentiment and potentially lead to increased volatility or strategic shifts within the company.
• Management: The reporting entities, through their substantial ownership, may seek to influence management decisions or corporate strategy.
• Creditors: While not directly impacted by ownership changes, significant shifts in control could indirectly affect a company's risk profile.

Next Steps

• Monitor future filings from Amber International Holding Limited for any operational or financial updates.
• Observe any subsequent filings from the reporting entities to track changes in their ownership stake.
• Analyze potential strategic implications of this significant ownership concentration on the company's future direction.

Key Dates

Keywords

Amber International Holding Limited, Schedule 13G, Beneficial Ownership, Class A Ordinary Shares, HongShan Capital, HSG Holding, Inception Five, Rosewood Eight, Investment Funds, Cayman Islands, SEC Filing