Control of Amber International (AMBR) shifts after share distribution

Rhea-AI Filing Summary

Amber International Holding Limited filed an amended Schedule 13D to reflect a major internal share distribution and changes in its reporting group. On May 29, 2026, Amber Global Limited (AGL) made a pro-rata in-kind distribution of 309,834,748 Class A Ordinary Shares it previously held, as part of a restructuring of its investment holdings.

After this Share Distribution, AGL no longer beneficially owned any Class A shares and, along with Amber Primary Unit Holding Limited, ceased to be a more-than-5% holder, making this an exit filing for both entities. Yuao Wu is now deemed to beneficially own 131,942,913 shares, or 28.1% of the class (including 36,233,237 Class B Ordinary Shares deemed converted). Amber Fort Limited beneficially owns 105,785,503 shares, or 22.5%. Mr. Wu and Amber Fort Limited together held approximately 77.8% of the issuer’s voting power immediately following the Share Distribution, reflecting the high-vote Class B shares. A new Joint Filing Agreement now governs joint Schedule 13D reporting by Mr. Wu and Amber Fort Limited.

Key Figures

Share Distribution size: 309,834,748 Class A Ordinary Shares Yuao Wu beneficial ownership: 131,942,913 shares (28.1%) Amber Fort beneficial ownership: 105,785,503 shares (22.5%) +5 more

8 metrics

Share Distribution size 309,834,748 Class A Ordinary Shares Pro-rata in-kind distribution by Amber Global Limited on May 29, 2026

Yuao Wu beneficial ownership 131,942,913 shares (28.1%) Calculated under Rule 13d-3(d)(1)(i) after Share Distribution

Amber Fort beneficial ownership 105,785,503 shares (22.5%) Includes 36,233,237 Class B and 69,552,266 Class A shares

Amber Primary Unit stake 19,458,931 shares (4.5%) Class A shares received as transferee in the Share Distribution

Shares outstanding 432,954,386 Class A shares Issued and outstanding as of March 31, 2026, excluding certain plan-related shares

Voting power held 77.8% of issuer voting power Collectively owned by Yuao Wu and Amber Fort Limited after Share Distribution

Class B voting rights 30 votes per Class B share Compared with one vote per Class A Ordinary Share

Class B conversion ratio 1:1 into Class A Convertible at any time at the holder’s option

Key Terms

Share Distribution, beneficial ownership, Class B Ordinary Shares, Joint Filing Agreement, +2 more

6 terms

Share Distribution financial

"AGL effected a pro-rata in-kind distribution to its shareholders of all 309,834,748 Class A Ordinary Shares previously held"

beneficial ownership financial

"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"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Class B Ordinary Shares financial

"Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time at the option of the holder thereof"

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.

Joint Filing Agreement regulatory

"have entered into a Joint Filing Agreement, dated as of May 29, 2026"

pro-rata in-kind distribution financial

"AGL effected a pro-rata in-kind distribution to its shareholders of all 309,834,748 Class A Ordinary Shares"

Section 13(d) group regulatory

"AGL and Amber Primary Unit Holding Limited shall no longer be a member of the Section 13(d) group"

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Amber International Holding Limited

(Name of Issuer)

Class A Ordinary Shares, par value of $0.001 per share

(Title of Class of Securities)

45113Y203

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 45113Y203

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

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

CUSIP Number(s): 45113Y203

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 131,942,913.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 131,942,913.00

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

CUSIP Number(s): 45113Y203

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 105,785,503.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 105,785,503.00

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

CUSIP Number(s): 45113Y203

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,458,931.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,458,931.00

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

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.

Amber Global Limited

Signature:	/s/ Yuao Wu
Name/Title:	Yuao Wu, Director
Date:	06/01/2026

Yuao Wu

Signature:	/s/ Yuao Wu
Name/Title:	Yuao Wu
Date:	06/01/2026

Amber Fort Limited

Signature:	/s/ Yuao Wu
Name/Title:	Yuao Wu, Director
Date:	06/01/2026

Amber Primary Unit Holding Limited

Signature:	/s/ Yuao Wu
Name/Title:	Yuao Wu, Director
Date:	06/01/2026

FAQ

What does the Schedule 13D/A filing reveal about Amber International (AMBR)?

The amended Schedule 13D shows a large internal Share Distribution of 309,834,748 Class A shares by Amber Global Limited. It updates which entities report beneficial ownership and clarifies post‑transaction voting power and stake sizes held by Yuao Wu and Amber Fort Limited.

How many Amber International (AMBR) shares does Yuao Wu now beneficially own?

Yuao Wu is deemed to beneficially own 131,942,913 shares, representing 28.1% of the class. This includes 36,233,237 Class B Ordinary Shares, treated as converted into Class A solely for the calculation of his percentage ownership under Rule 13d‑3(d)(1)(i).

Which shareholders exited reporting status in the Amber International (AMBR) 13D amendment?

Amber Global Limited and Amber Primary Unit Holding Limited each filed exit information. Following the 309,834,748‑share distribution, Amber Global held no Class A shares, and Amber Primary Unit Holding Limited no longer owned more than five percent of the outstanding Class A Ordinary Shares of the issuer.

How much voting power in Amber International (AMBR) is controlled by Yuao Wu and Amber Fort Limited?

Immediately after the Share Distribution, Yuao Wu and Amber Fort Limited collectively owned approximately 77.8% of the issuer’s voting power. This reflects their holdings of high‑vote Class B Ordinary Shares, each carrying 30 votes compared with one vote for each Class A Ordinary Share.

What role does Amber Fort Limited play in Amber International (AMBR) after the amendment?

Amber Fort Limited beneficially owns 105,785,503 shares, or 22.5% of the class, comprising 36,233,237 Class B and 69,552,266 Class A shares. It remains a Reporting Person and, together with Yuao Wu, has entered a new Joint Filing Agreement for ongoing Schedule 13D reporting.

What is the significance of Class B Ordinary Shares for Amber International (AMBR) control?

Each Class B Ordinary Share is convertible into one Class A share and carries 30 votes, versus one vote for Class A. This high‑vote structure means holdings of Class B shares, such as those attributed to Yuao Wu and Amber Fort Limited, translate into substantial voting power relative to economic ownership.