Amber International CEO's voting power could hit 82.3%
Shareholders of record at close of business September 28, 2026, may vote on the award, director appointments and share-plan reserve.
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Rhea-AI Filing Summary
Amber International Holding Limited (AMBR) scheduled its 2026 annual general meeting for October 23, 2026, to consider a special resolution approving a one-off award to CEO and Chairman Michael Wu of 23,469,189 Class B ordinary shares, subject to shareholder approval. The shares would be fully vested and issued on that date. Upon full vesting and issuance, the award would increase Wu’s voting power from approximately 74.1% to approximately 82.3%, based on issued and outstanding ordinary shares as of September 23, 2026.
Other resolutions would ratify appointments of Michael Wu as director and chairman; Jie Jiao, Noorsurainah Tengah and Daniel-Philippe Mamadou-Blanco as independent directors; and Vicky Wang and Yi Bao as directors. Shareholders would also consider confirming the Post-IPO Share Incentive Plan, including an increase in its reserve to 11,000,000 Class A ordinary shares and the annual increase provision. Shareholders of record at close of business September 28, 2026 (New York time) may vote; proxy forms are due by 9:00 a.m. October 21, 2026 (Singapore time), or 9:00 p.m. October 20, 2026 (New York time).
Positive
- None.
Negative
- The proposed award would raise Michael Wu’s voting power to approximately 82.3% upon full vesting and issuance.
Key Figures
Key Terms
Record Date regulatory
discretionary proxy regulatory
FAQ
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What is AMBR proposing to award Michael Wu?
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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 September 2026
Commission File Number: 001-38313
Amber International Holding Limited
(Registrant’s name)
1 Wallich Street, #30-02 Guoco Tower, Singapore 078881
Tel: +65 60220228
(Address of principal executive office)
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 x Form 40-F ¨
EXHIBIT INDEX
| Number | Description of Document | |
| 99.1 | Press release | |
| 99.2 | Notice of Annual General Meeting | |
| 99.3 | Form of Proxy for the Annual General Meeting |
| 2 |
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.
| Amber International Holding Limited | ||
| By: | /s/ Michael Wu | |
| Name: | Michael Wu | |
| Title: | Chairman of the Board of Directors and Chief Executive Officer | |
| Date: September 28, 2026 |
| 3 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Amber International Holding Limited Schedules
2026 Annual General Meeting for October 23, 2026
SINGAPORE — September 28, 2026 — Amber International Holding Limited (“Amber International” or the “Company”) (NASDAQ: AMBR), today announced that it will hold its 2026 annual general meeting on October 23, 2026 at 9:00 a.m. (Singapore time) or on October 22, 2026 at 9:00 p.m. (New York time) in Singapore.
| Date: | October 23, 2026 (Singapore Time) or October 22, 2026 (New York Time) |
| Time: | 09:00 a.m. (Singapore time) or 09:00 p.m. (New York Time) |
| Location: | 1 Wallich Street, #30-02 Guoco Tower, Singapore |
The annual general meeting will be devoted to the following proposals:
| 1. | As a special resolution, to approve the grant of a one-off incentive share award to Mr. Michael Wu, consisting of an aggregate of 23,469,189 Class B ordinary shares, which shall be fully vested and issued on October 23, 2026, and all transactions contemplated thereby, including the issuance of such Class B ordinary shares pursuant thereto; |
| 2. | As an ordinary resolution, to approve and ratify the appointment of Mr. Michael Wu as a director and chairman of the board of directors of the Company; |
| 3. | As an ordinary resolution, to approve and ratify the appointment of Ms. Jie Jiao as an independent director of the Company; |
| 4. | As an ordinary resolution, to approve and ratify the appointment of Ms. Vicky Wang as a director of the Company; |
| 5. | As an ordinary resolution, to approve and ratify the appointment of Mr. Yi Bao as a director of the Company; |
| 6. | As an ordinary resolution, to approve and ratify the appointment of Ms. Noorsurainah Tengah as an independent director of the Company; |
| 7. | As an ordinary resolution, to approve and ratify the appointment of Mr. Daniel-Philippe Mamadou-Blanco as an independent director of the Company; |
| 8. | As an ordinary resolution, to confirm, approve and ratify the Company's Post-IPO Share Incentive Plan, as amended and restated by the board of directors of the Company on May 16, 2025, including the increase of the share reserve to 11,000,000 Class A ordinary shares and the annual increase under Section 3.1 thereof; and |
| 9. | As an ordinary resolution, to act upon such other matters as may properly come before the Company’s annual general meeting or any adjournment or postponement thereof. |
Only shareholders of record at the close of business on September 28, 2026 (New York Time) are entitled to receive notice of and to vote at the Company’s annual general meeting or any adjournment or postponement thereof.
The notice of the Company’s annual general meeting and the Company’s 2025 Annual Report containing the complete audited financial statements and the report of auditors for the year ended December 31, 2025 are available on the Investor Relations Section of the Company’s website at https://ir.ambr.io.
About Amber International Holding Limited
Amber International Holding Limited (Nasdaq: AMBR), is a technology company that builds specialized AI agents for high-value, high-stakes use cases. Drawing on deep domain expertise, trusted financial infrastructure, and experience serving sophisticated users, the Company develops agents that move beyond answering questions to understanding intent, maintaining context, and executing complex workflows on behalf of users. Its first two agents are in the market: Ambre, a consumer agent for personal finance, and MIA, an agent for growth and marketing workflows. Headquartered in Singapore, Amber International is listed on the Nasdaq Stock Market. For more information, visit https://ir.ambr.io.
For media and investor inquiries, please contact:
| In Asia: | In the United States: |
| Amber International Holding Limited | International Elite Capital Inc. |
| Media Relations Team | Annabelle Zhang |
| Phone: +65 6022 0228 | Phone: +1 (646) 866-7928 |
| E-mail: pr@ambr.io | ir@ambr.io | E-mail: amber@iecapitalusa.com |
Exhibit 99.2
AMBER INTERNATIONAL HOLDING LIMITED
NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON OCTOBER 23, 2026
NOTICE IS HEREBY GIVEN that the annual general meeting of Amber International Holding Limited (“AMBR” or the “Company”) (NASDAQ: AMBR) will be held on October 23, 2026 at 9:00 a.m. (Singapore time), or October 22, 2026 at 9:00 p.m. (New York time) at 1 Wallich Street, #30-02 Guoco Tower, Singapore, for the following purposes:
As a special resolution:
| 1. | To approve the grant of a one-off incentive share award to Mr. Michael Wu, consisting of an aggregate of 23,469,189 Class B ordinary shares, which shall be fully vested and issued on October 23, 2026, and all transactions contemplated thereby, including the issuance of such Class B ordinary shares pursuant thereto. |
Explanatory note:
The board of directors of the Company considers that the one-off incentive share award to Mr. Michael Wu supports the Company's transformation into a builder of specialized AI agents for finance, enterprise and growth, and the continuity of leadership required as the Company progressively develops and expands these initiatives. The one-off incentive share award is intended to align the founder's voting influence with his ongoing leadership responsibilities. Upon full vesting and issuance, the one-off incentive share award would increase Mr. Michael Wu's voting power from approximately 74.1% to approximately 82.3%, based on the Company's issued and outstanding ordinary shares as of September 23, 2026.
As ordinary resolutions:
| 2. | To approve and ratify the appointment of Mr. Michael Wu as a director and chairman of the board of directors of the Company; |
| 3. | To approve and ratify the appointment of Ms. Jie Jiao as an independent director of the Company; |
| 4. | To approve and ratify the appointment of Ms. Vicky Wang as a director of the Company; |
| 5. | To approve and ratify the appointment of Mr. Yi Bao as a director of the Company; |
| 6. | To approve and ratify the appointment of Ms. Noorsurainah Tengah as an independent director of the Company; |
| 7. | To approve and ratify the appointment of Mr. Daniel-Philippe Mamadou-Blanco as an independent director of the Company; |
| 8. | To confirm, approve and ratify the Company's Post-IPO Share Incentive Plan (Note), as amended and restated by the board of directors of the Company on May 16, 2025, including the increase of the share reserve to 11,000,000 Class A ordinary shares and the annual increase under Section 3.1 thereof; and |
| 9. | To act upon such other matters as may properly come before the Company’s annual general meeting or any adjournment or postponement thereof. |
Note:
A copy of the Post-IPO Share Incentive Plan, as amended and restated, is filed as Exhibit 10.1 to the Company’s registration statement on Form S-8 filed with SEC on June 27, 2025, and is available at http://www.sec.gov.
The board of directors of the Company has fixed the close of business on September 28, 2026 (New York time) as the record date (the “Record Date”). Only holders of our ordinary shares, whether or not represented by American Depositary shares (the “ADS”), on the Record Date are entitled to receive notice of and to vote at the Company’s annual general meeting or any adjournment or postponement thereof.
If you are a holder of our ordinary shares on the Record Date, you are cordially invited to attend the annual general meeting in person. Your vote is important. If you cannot attend the annual general meeting in person, you are urged to complete, sign, date and return the accompanying form of proxy by mail to the Company’s Singapore office at 1 Wallich Street, #30-02 Guoco Tower, Singapore, or by email to ir@ambr.io as soon as possible and in any event no later than 9:00 a.m. October 21, 2026 (Singapore time), or 9:00 p.m., October 20, 2026 (New York time).
If you are a registered holder of our ADSs as at the Record Date, the depositary, JPMorgan Chase Bank, N.A., (the “Depositary”) will forward to you the information of our annual general meeting and ask you to provide your voting instructions with respect to the shares represented by your ADSs. Holders of our ADSs who wish to exercise their voting rights for the underlying shares must act through the Depositary. For your voting instructions to be valid, you must comply with the instructions provided by or on behalf of the Depositary, and the Depositary must receive your voting instructions in the manner and on or before the date specified (the “ADS Voting Instructions Deadline”). Voting at the meeting will be conducted by way of poll. In the event voting takes place at a shareholders’ meeting, the Depositary will instruct JPMorgan Chase Bank, N.A., Hong Kong Branch, (the “Custodian”) to vote all shares in accordance with the voting instructions received. In the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the shares in accordance with the voting instructions received from the holders of ADSs. The Depositary will only vote or attempt to vote as you instruct and as further described below. Please note that if the Depositary does not receive instructions from a holder as of the Record Date on or before the ADS Voting Instructions Deadline, such holder shall be deemed, and the Depositary is instructed to deem such holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the deposited securities represented by the ADSs evidenced by such holder’s receipts as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given (a) if the Company informs the Depositary in writing (and the Company agrees to provide the Depositary with such information promptly in writing) that (i) it does not wish such proxy to be given, (ii) substantial opposition exists with respect to any agenda item for which the proxy would be given or (iii) the agenda item in question, if approved, would materially or adversely affect the rights of holders of shares and (b) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (x) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in the Cayman Islands, (y) the granting of such proxy will not result in a violation of Cayman Islands law, rule, regulation or permit and (z) the voting arrangement and deemed instruction as contemplated herein will be given effect under Cayman Islands law. The Depositary will not itself exercise any voting discretion. Furthermore, neither the Depositary nor its agents are responsible for any failure to carry out any voting instructions, for the manner in which any vote is cast or for the effect of any vote.
Our board of directors appreciates your continuing support and urges you to support the above resolutions.
The Company’s 2025 Annual Report containing the complete audited financial statements and the report of auditors for the year ended December 31, 2025 are available on the Investor Relations Section of the Company’s website at https://ir.ambr.io.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| /s/ Michael Wu | |
| Michael Wu | |
| Chairman of the Board of Directors | |
| Date: September 28, 2026 |
Exhibit A
Resume of Candidates
Mr. Michael Wu has served as our chief executive officer since August 2025 and our chairman of the board of directors of the Company since March 2025. He co-founded Amber AI in 2017, which later became Amber Group. Today, he leads AMBR, a company dedicated to building specialized AI agents for finance, enterprise, and growth, on the belief that the next generation of financial and business services will be built around AI agents that do more than answer: they act. He brings nearly a decade of experience at the intersection of technology and financial markets. Deeply technical and hands-on with programming and AI, he has also built and operated businesses across some of the world’s most demanding financial markets. Under his leadership, AMBR combines AI-native technology with domain expertise, real data, and real-world workflows to develop a portfolio of AI agents specialized for high-stakes use cases spanning personal finance, marketing, trading, institutional financial services, enterprise security, and organizational management. Before founding Amber AI, he was a portfolio manager at a billion-dollar macro hedge fund and an FX and rates trader at Morgan Stanley. He graduated summa cum laude in Economics from Dartmouth College.
Ms. Jie Jiao has served as our independent director since July 2025. Ms. Jiao has extensive experience in initial public offerings, private equity financing and corporate legal affairs. Ms. Jiao currently serves as an adviser to Play for Dream Inc.. She is an independent non-executive director of China Sunshine Paper Holdings Company Limited (2002.HK), TradeGo Fintech Limited (8017.HK), LVGEM (China) Real Estate Investment Limited (0095.HK), Palasino Holdings Limited (2536.HK), EPI (Holdings) Limited (0689.HK) and Tianli Holdings Group Limited (0117.HK). Ms. Jiao is also an independent director of Quhuo Limited (NASDAQ: QH). Ms. Jiao received her bachelor of laws degree and bachelor of economics degree from Peking University. Ms. Jiao also received her degree of Magister Juris from University of Oxford. Ms. Jiao is a CFA charterholder, a member of CPA Australia and obtained the Legal Professional Qualification Certificate from the Ministry of Justice of the PRC.
Ms. Vicky Wang has served as our director and President since August 2025. She leads the Company’s strategic growth, commercial development, and platform evolution as it builds specialized AI agents for finance, enterprise, and growth. She brings deep experience across digital wealth management, financial consulting, and investment strategy in both traditional and digital markets. At AMBR, she has played an instrumental role in driving both business growth and the Company’s broader market presence, shaping its commercial strategy and market positioning, with responsibilities spanning sales, strategic partnerships, marketing, and investor engagement. Prior to AMBR, she held senior business leadership positions focused on revenue growth, partnership development, and client strategy across international markets. Earlier in her career, she worked at leading financial institutions across both primary and secondary markets, advising global clients and institutions on investment and financing opportunities. She holds a Master of Business Administration from Imperial College London.
Mr. Yi Bao served as our chief product officer since September 2025, promoted to chief operating officer since August 2026, and has served as our director since December 2025. He oversees the Company’s operating model, execution capabilities, and business development as it builds specialized AI agents for finance, enterprise, and growth. He brings extensive experience across crypto-related financial products, OTC trading and payments, business operations, and strategic partnerships. At AMBR, he has played a key role in strengthening the Company’s operating foundation, cross-functional execution, and ability to scale across products and business lines. Prior to joining the Company, he served as Operations Director and Business Development Manager at TIDEiSun Group and as an Analyst at GSR Capital. He received his bachelor’s degree in Mechanical Engineering from Tsinghua University, a dual bachelor’s degree in Economics from Peking University, and a Ph.D. in Engineering Mechanics from Tsinghua University.
Ms. Noorsurainah Tengah has served as our independent director since May 2026. She brings to the board of directors of the Company extensive experience in sovereign wealth investment, alternative assets, institutional asset management, and public-company governance across multiple jurisdictions. She currently serves as Head of Alternative Assets and Listed Assets at the Brunei Investment Agency (BIA), the sovereign wealth fund of the Government of Brunei, where she also serves on the Investment Committee and Management Committee. In addition to her role at BIA, she currently serves as an Independent Non-Executive Director of Mapletree Industrial Trust Management Ltd. (the manager of Mapletree Industrial Trust (SGX: ME8U) since April 2023 and as a Director of Perennial Holdings Private Limited and Perennial Group Private Limited since May 2024. Over the preceding five years, she has held various senior leadership and board positions, including directorships at EG Acquisition Corp. (NYSE: EGGF) and Boqii Holding Limited (NYSE: BQ). She holds a Master’s degree in Finance and Economics from Manchester Business School in the United Kingdom, and has completed the Program for Leadership Development at Harvard Business School. She is a Chartered Financial Analyst (CFA) charterholder and a Chartered Alternative Investment Analyst (CAIA).
Mr. Daniel-Philippe Mamadou-Blanco has served as our independent director since August 2026. He is a capital formation and M&A specialist with a blend of banking and operational experience across global markets. He is the founder and Chief Executive Officer of Welsbach Holdings, a technology metals advisory firm. He has also served as Managing Director of Energy Transition Minerals Ltd (ASX: ETM) since 2021. Additionally, he has served as President of Axiom Intelligence Acquisition Corp 1 (NASDAQ: AXINU) since 2025. He founded and was Managing Director of Talaxis Limited (Noble Group Limited’s technology metals division in Hong Kong) from 2015 until 2020. Prior to that, he held various senior positions with Deutsche Bank, Goldman Sachs and Nomura, with more than two decades across EMEA and Asia-Pacific. He holds a Bachelor’s degree in Business Management and Marketing from ESIC Business & Marketing School in Spain, and a Master of Science in International Securities, Investment and Banking from the University of Reading in the United Kingdom.
Exhibit 99.3
AMBER INTERNATIONAL HOLDING LIMITED
(Incorporated in the Cayman Islands)
FORM OF PROXY
FORM OF PROXY FOR USE BY SHAREHOLDERS OF AMBER INTERNATIONAL HOLDING LIMITED (THE “COMPANY”) AT THE ANNUAL GENERAL MEETING OF THE COMPANY (THE “MEETING”) TO BE HELD AT 1 WALLICH STREET, #30-02 GUOCO TOWER, SINGAPORE, ON OCTOBER 23, 2026 AT 9:00 A.M. (SINGAPORE TIME), OR OCTOBER 22, 2026 AT 9:00 P.M. (NEW YORK TIME)
| I/We (note (1)) |
| of |
| being the registered holder(s) of (note (2)) |
| shares of US$0.001 each in the capital of the Company (“Share(s)”), hereby appoint (note (3)) the chairman of the Meeting |
| or |
| of |
to act as my/our proxy for the Meeting to be held at 1 Wallich Street, #30-02 Guoco Tower, Singapore, on October 23, 2026 at 9:00 a.m. (Singapore time), or on October 22, 2026 at 9:00 p.m. (New York time) and at any adjournment thereof and to vote on my/our behalf as directed below.
Please indicate with a “X” in the spaces provided how you wish the proxy to vote on your behalf.
| Resolutions: | FOR | AGAINST | ABSTAIN | |
| 1. | AS A SPECIAL RESOLUTION THAT, the grant of a one-off incentive share award to Mr. Michael Wu, consisting of an aggregate of 23,469,189 Class B ordinary shares, which shall be fully vested and issued on October 23, 2026, and all transactions contemplated thereby, including the issuance of such Class B ordinary shares pursuant thereto be, and hereby is, approved; | ¨ | ¨ | ¨ |
| 2. | AS AN ORDINARY RESOLUTION THAT, the appointment of Mr. Michael Wu as a director and chairman of the board of directors of the Company be, and hereby is, approved and ratified; | ¨ | ¨ | ¨ |
| 3. | AS AN ORDINARY RESOLUTION THAT, the appointment of Ms. Jie Jiao as an independent director of the Company be, and hereby is, approved and ratified; | ¨ | ¨ | ¨ |
| 4. | AS AN ORDINARY RESOLUTION THAT, the appointment of Ms. Vicky Wang as a director of the Company be, and hereby is, approved and ratified; | ¨ | ¨ | ¨ |
| 5. | AS AN ORDINARY RESOLUTION THAT, the appointment of Mr. Yi Bao as a director of the Company be, and hereby is, approved and ratified; | ¨ | ¨ | ¨ |
| 6. | AS AN ORDINARY RESOLUTION THAT, the appointment of Ms. Noorsurainah Tengah as an independent director of the Company be, and hereby is, approved and ratified; | ¨ | ¨ | ¨ |
| FOR | AGAINST | ABSTAIN | ||
| 7. | AS AN ORDINARY RESOLUTION THAT, the appointment of Mr. Daniel-Philippe Mamadou-Blanco as an independent director of the Company be, and hereby is, approved and ratified; and | ¨ | ¨ | ¨ |
| 8. | AS AN ORDINARY RESOLUTION THAT, the Company's Post-IPO Share Incentive Plan, as amended and restated by the board of directors of the Company on May 16, 2025, including the increase of the share reserve to 11,000,000 Class A ordinary shares and the annual increase under Section 3.1 thereof be, and hereby is, confirmed, approved and ratified. | ¨ | ¨ | ¨ |
I/we also hereby authorise/do not authorise* my/our said proxy to vote for me/us on my/our behalf in respect of any other resolutions and/or amended resolutions in his absolute discretion at the annual general meeting, or at any adjournment thereof.
Dated this __________ day of __________________2026.
Shareholder’s Signature: ____________________________ (notes (4) and (5))
* Please delete as appropriate.
¨ Please tick here if you are appointing more than 1 proxy.
Number of shares proxy appointed over: __________________________
NOTES:
| 1. | Full name(s) and address(es) to be inserted in BLOCK CAPITAL LETTERS. |
| 2. | Please insert the number of shares registered in your name(s) in each class; if no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s). |
| 3. | A proxy need not be a member of the Company. If a proxy other than the chairman of the Meeting is appointed, the appointor must delete the words “the chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. |
| 4. | In the case of joint registered holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names stated in the Register of Members of the Company in respect of such joint holding. |
| 5. | This form of proxy must be signed by the appointor, or his attorney duly authorised, in writing, or if such appointor is a corporation, either under its common seal, or under the hand of an officer or attorney so authorised. |
| 6. | If this form is returned duly signed but without a specific direction, the proxy will vote or abstain at his discretion. The proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting. |
| 7. | The ‘Vote Abstain’ option is provided to enable you to abstain from voting on the resolutions. However, it should be noted that a ‘Vote Abstain’ is not a vote in law and will not be counted in the calculation of the proportion of the votes ‘For’ and ‘Against’ a resolution. |
| 8. | In order to be valid, this form of proxy together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be delivered to the Company’s Singapore office at 1 Wallich Street, #30-02 Guoco Tower, Singapore, or by email to ir@ambr.io as soon as possible and in any event no later than 9:00 a.m. October 21, 2026 (Singapore time), or 9:00 p.m. October 20, 2026 (New York time). |
| 9. | Any alterations made to this form should be initialled by the person who signs it. |
| 10. | To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. |