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Amber International's Direct Shareholder Register to Showcase Long-Term, High-Caliber Institutional Investors Following Pro Rata Distribution by Amber Global Limited

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Amber International (Nasdaq: AMBR) announced that principal shareholder Amber Global Limited will distribute all its Class A shares to its own investors on a pro rata, non-dilutive basis. No new shares will be issued, and total share capital and rights remain unchanged.

The move places long-term institutional investors, including sovereign wealth funds, venture and growth funds, and strategic corporate partners, directly on Amber International's shareholder register, enhancing visibility into its institutional-caliber investor base.

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Positive

  • Non-dilutive pro rata distribution; no new Amber International shares issued
  • Total issued share capital and rights of Class A and B unchanged
  • Institutional investors, including sovereign wealth funds, become direct shareholders of record
  • Direct register to showcase long-term, high-caliber institutional investor base
  • Enhanced visibility for public shareholders and analysts into Amber International’s backers

Negative

  • None.

News Market Reaction – AMBR

-4.12%
3 alerts
-4.12% Session close to close
-20.9% Trough Tracked
$160.27M Market Cap
0.2x Rel. Volume

In the Jun 1 session, AMBR declined 4.12%, reflecting a moderate negative market reaction. Argus tracked a trough of -20.9% from its starting point during tracking. Our momentum scanner triggered 3 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement centers on a non-dilutive pro rata distribution by Amber Global Limited that place...
Analysis

This announcement centers on a non-dilutive pro rata distribution by Amber Global Limited that places its existing holdings directly on Amber International’s share register. The company emphasizes a long-term institutional base, including sovereign wealth funds, without changing total share capital or share-class rights. In the context of recent earnings variability and regulatory disclosures, investors may focus on how this clearer ownership visibility interacts with governance, buyback activity, and execution on AI-agent and digital-asset strategies.

Historical Context

5 past events · Latest: May 28 (Negative)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
May 28 Q1 2026 earnings Negative -2.4% Weaker revenue and a net loss from continuing operations in Q1 2026.
May 22 Board appointment Positive +1.6% Addition of experienced sovereign wealth executive as independent director.
May 21 Earnings call notice Neutral -7.1% Announcement of date and time for upcoming Q1 2026 results call.
May 13 Annual report filing Neutral +2.1% Filing of Form 20-F detailing 2025 results and risk factors.
Apr 28 FY2025 earnings Positive -5.0% Breakthrough FY2025 with sharp revenue growth and first full-year net income.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent earnings with strong fundamentals drew a negative reaction, while weaker Q1 results and governance news aligned more conventionally with price moves.

Recent Company History

Over the last few months, Amber International has reported transformative FY2025 results, a subsequent weaker Q1 2026 quarter, and filed its 2025 Form 20-F. Board changes added a sovereign wealth expert as an independent director. Price reactions have sometimes diverged from fundamentals, such as the selloff after strong FY2025 earnings. Today’s non-dilutive pro rata distribution mainly affects ownership visibility, complementing earlier disclosures of large institutional and insider stakes, rather than changing operating performance.

Key Terms

pro rata, sovereign wealth funds, class a ordinary shares, class b ordinary shares, +1 more
5 terms
pro rata financial
"will distribute all of its holdings of the Company's Class A ordinary shares to its existing shareholders on a pro rata basis"
Pro rata means dividing or distributing something proportionally based on a specific factor, such as ownership or contribution. For example, if an investor owns 10% of a company, they would receive 10% of any dividends or benefits allocated. This approach ensures everyone gets their fair share relative to their stake or input, helping investors understand how benefits, costs, or responsibilities are fairly shared.
sovereign wealth funds financial
"a distinguished institutional investor base, including sovereign wealth funds, that has backed the Company's growth"
Sovereign wealth funds are large pools of money managed by a country's government, often built from profits earned from natural resources or other national revenues. They invest these funds in global markets to help secure the country's future financial stability and growth. For investors, these funds can influence markets because they have significant resources and long-term investment strategies.
class a ordinary shares financial
"distribute all of its holdings of the Company's Class A ordinary shares to its existing shareholders"
Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.
class b ordinary shares financial
"rights of all holders of Class A and Class B ordinary shares, will be unchanged"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
register of members regulatory
"who will become direct shareholders of the Company on the Company's register of members"
An official list maintained by a company that records who owns its shares, how many they own and their contact details, similar to a class roster or bank ledger for ownership. It matters to investors because only people on the list can vote at meetings, receive dividends or corporate communications, and it provides clear proof of ownership and helps enforce rights during share transfers or corporate actions.

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Non-dilutive transfer provides direct shareholder visibility to a distinguished institutional investor base, including sovereign wealth funds, that has backed the Company's growth.

SINGAPORE, June 1, 2026 /PRNewswire/ -- Amber International Holding Limited (Nasdaq: AMBR) ("Amber International" or the "Company"), operating under the brand "Amber Premium," today announced that Amber Global Limited ("AGL"), a principal shareholder of the Company, will distribute all of its holdings of the Company's Class A ordinary shares to its existing shareholders on a pro rata basis (the "Share Distribution").

The Share Distribution does not involve the issuance of any new shares and is not dilutive to other shareholders.

The Company's total issued and outstanding share capital, and the rights of all holders of Class A and Class B ordinary shares, will be unchanged. AGL's pre-distribution holdings will be distributed pro rata to its existing shareholders based on their equity interests in AGL, who will become direct shareholders of the Company on the Company's register of members.

A direct shareholder base reflecting institutional caliber

The Share Distribution will, for the first time, place on Amber International's direct register of shareholders the institutional investor base that has been economic stakeholders in the Company through AGL.

Following the completion of the Share Distribution, the Company's direct shareholders of record will proudly reflect its institutional caliber, spanning sovereign wealth funds, long-term institutional allocators, premier venture capital and growth funds, as well as strategic corporate partners with established leadership in the global digital economy. Having such a distinguished, long-term oriented shareholder base perfectly aligns our capital structure with our strategic evolution as we build the foundational operating systems for the AI agent economy.

Management commentary

"The Share Distribution will give our public shareholders, analysts, and prospective institutional clients a more direct view of the caliber of investors that have supported Amber International since our earlier stages," said Michael Wu, Chairman of the Board and Chief Executive Officer of Amber International. "The roster of firms that will appear on our direct register of shareholders reflects the institutional credibility that underpins Amber's leadership in building the agentic operating systems for the agent economy. We are proud of the long-standing relationships these firms have maintained with us through AGL, and we look forward to continuing to deliver value to all of our shareholders, both direct and indirect."

About the Share Distribution

As disclosed in the Company's Report on Form 6-K furnished with the SEC on June 1, 2026, the Board of Directors of the Company has authorized the necessary corporate actions to facilitate the Share Distribution. The Share Distribution is expected to be completed on or about June 1, 2026. Upon completion, AGL will no longer hold any shares of the Company.

About Amber Premium (Nasdaq: AMBR)

Amber International Holding Limited (Nasdaq: AMBR), operating under the brand name "Amber Premium," is a global leading digital wealth management platform. As a private banking grade expert in digital wealth management and a subsidiary of Amber Group, Amber Premium is a trusted partner to high-net-worth individuals and leading institutions, delivering institutional-grade market access, execution infrastructure, and investment solutions. The firm is set to redefine the digital wealth management landscape, serving as a proven Nasdaq-listed gateway to digital assets. Learn more at www.ambr.io.

Forward-Looking Statements

This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. Forward-looking statements involve inherent risks and uncertainties, including those relating to the Company's ability to give effect to the Share Distribution on the contemplated timetable, the actions and decisions of AGL and its shareholders, the accuracy and completeness of information provided to the Company by AGL, changes in applicable law or regulation, and other risks detailed from time to time in the Company's filings with the SEC, including its annual report on Form 20-F. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.

Media & Investor Contacts

In Asia:
Amber International Holding Limited
Media Relations Team
Phone: +65 6022 0228
E-mail: pr@ambr.io | ir@ambr.io

In the United States:
International Elite Capital Inc.
Annabelle Zhang
Phone: +1 (646) 866-7928
E-mail: amber@iecapitalusa.com

Cision View original content:https://www.prnewswire.com/news-releases/amber-internationals-direct-shareholder-register-to-showcase-long-term-high-caliber-institutional-investors-following-pro-rata-distribution-by-amber-global-limited-302787031.html

SOURCE Amber International Holding Limited

FAQ

What did Amber International (Nasdaq: AMBR) announce on June 1, 2026?

Amber International announced a pro rata share distribution by major shareholder Amber Global Limited, transferring its Class A shares to AGL’s investors. According to Amber International, this non-dilutive move will place long-term institutional investors directly on the company’s shareholder register.

Is the Amber International (AMBR) share distribution by Amber Global Limited dilutive to existing shareholders?

The share distribution is not dilutive to Amber International shareholders because no new shares are issued. According to Amber International, total issued and outstanding share capital and the rights of all Class A and Class B shareholders remain unchanged after the transaction.

How does the Amber Global Limited share distribution affect Amber International’s (AMBR) shareholder register?

The transaction moves AGL’s economic stakeholders to Amber International’s direct register as shareholders of record. According to Amber International, these include sovereign wealth funds, long-term institutional allocators, venture and growth funds, and strategic corporate partners in the digital economy.

What is the purpose of Amber International’s (AMBR) pro rata share distribution for investors?

The distribution aims to give public shareholders and analysts clearer visibility into Amber International’s institutional investor base. According to Amber International, management believes this aligns the capital structure with its strategic evolution in building foundational operating systems for the AI agent economy.

Who will receive Amber International (AMBR) Class A shares from Amber Global Limited?

Amber Global Limited’s existing shareholders will receive all its Amber International Class A shares on a pro rata basis. According to Amber International, allocations will match each investor’s equity interest in AGL, making them direct shareholders of the company.

What types of institutional investors back Amber International (AMBR) after the share distribution?

Post-distribution, Amber International’s direct shareholders include sovereign wealth funds, long-term institutional allocators, premier venture and growth funds, and strategic corporate partners. According to Amber International, this shareholder base reflects institutional credibility supporting its role in the emerging AI agent economy.