Amber International Holding Limited Schedule 13G: a group of affiliated HongShan/HSG entities reports beneficial ownership of 40,968,718 Class A Ordinary Shares, equal to 9.5% of the Class A ordinary shares outstanding as of March 31, 2026. The holdings reflect shared voting and dispositive power across related entities, with 36,484,430 shares held through Inception Five, Ltd. and 4,484,288 shares held through Rosewood Eight Ltd.
Positive
None.
Negative
None.
Insights
Institutional group reports a 40.97M position and shared control across related entities.
The filing lists 40,968,718 Class A Ordinary Shares beneficially owned by a linked group, representing 9.5% of outstanding Class A shares as of March 31, 2026. Ownership is structured via Inception Five and Rosewood Eight, with shared voting and dispositive power noted.
Concentration is disclosed across a cascade of entities (funds, managers, holding LPs). Future disclosures or changes in holdings would appear in subsequent Schedule 13 filings; timing of any disposition is not stated in the provided excerpt.
Related private-fund entities control about 9.5% of Class A shares; positions are not for trading per the filing.
The excerpt explicitly states the shares are "not for trading" and assigns shared voting/dispositive power to the listed entities. The filing references the issuer's Form 20-F for the outstanding share base used to calculate percentages.
Stakeholders may note the holding structure (direct ownership by Inception Five and Rosewood Eight, upstream fund/GP relationships) when assessing potential future activity; the filing does not state any planned transactions.
Key Figures
Beneficial ownership:40,968,718 sharesPercent of class:9.5%Inception Five direct holdings:36,484,430 shares+2 more
5 metrics
Beneficial ownership40,968,718 sharesTotal reported held by the affiliated group
Percent of class9.5%Based on 432,954,386 Class A shares outstanding as of March 31, 2026
Inception Five direct holdings36,484,430 sharesDirectly owned by Inception Five, Ltd.
Rosewood Eight direct holdings4,484,288 sharesDirectly owned by Rosewood Eight Ltd.
Shares outstanding used432,954,386 sharesClass A ordinary shares outstanding as of March 31, 2026 (per issuer Form 20-F)
Key Terms
Shared Voting Power, Beneficially owned, Class A Ordinary Shares, Dispositive Power
4 terms
Shared Voting Powerregulatory
"Shared Voting Power 36,484,430.00 listed for multiple entities"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
Beneficially ownedregulatory
"Amount beneficially owned: 40,968,718."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Class A Ordinary Sharesmarket
"Title of class of securities: Class A Ordinary Shares, par value of $0.001 per share"
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.
Dispositive Powerregulatory
"Shared Dispositive Power 36,484,430.00 reported for several entities"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
What stake does HSG/HongShan report in Amber International (AMBR)?
They report beneficial ownership of 40,968,718 Class A Ordinary Shares, equal to 9.5% of Class A shares outstanding as of March 31, 2026. This position is shown across affiliated entities including Inception Five and Rosewood Eight.
How many shares does Inception Five, Ltd. directly hold in AMBR?
Inception Five, Ltd. directly owns 36,484,430 Class A Ordinary Shares, representing 8.4% of Class A shares outstanding as of March 31, 2026, per the filing's calculation methodology.
Are the reported Class A shares available for trading?
The filing states the reported Class A Ordinary Shares are not for trading. It also notes the CUSIP 45113Y203 applies to the issuer's American Depositary Shares, not the Class A Ordinary Shares themselves.
What share count is the percentage based on for AMBR?
Percentages use a base of 432,954,386 Class A Ordinary Shares outstanding as of March 31, 2026, excluding shares held by the depositary for share-based awards, as cited from the issuer's Form 20-F.
Which entities hold the smaller 4,484,288 share parcel in AMBR?
Rosewood Eight Ltd. directly holds 4,484,288 Class A Ordinary Shares, equivalent to 1.0% of the Class A outstanding as of March 31, 2026, with upstream ownership traced in the filing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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)
06/10/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
45113Y203
1
Names of Reporting Persons
Inception Five, Ltd. ("Inception Five")
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
36,484,430.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
36,484,430.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
36,484,430.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.4 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Row 11. Based on a total of 432,954,386 shares of Class A Ordinary Shares 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 with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
CUSIP Number(s):
45113Y203
1
Names of Reporting Persons
Rosewood Eight Ltd. ("Rosewood Eight")
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,484,288.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,484,288.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,484,288.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Row 11. Based on a total of 432,954,386 shares of Class A Ordinary Shares 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 with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
CUSIP Number(s):
45113Y203
1
Names of Reporting Persons
HongShan Capital Growth Fund V, L.P. ("HongShan Capital Growth Fund V")
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
36,484,430.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
36,484,430.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
36,484,430.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.4 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Row 6, 8 and 9. 36,484,430 Class A Ordinary Shares are directly owned by Inception Five. HongShan Capital Growth Fund V wholly owns Inception Five.
Row 11. Based on a total of 432,954,386 shares of Class A Ordinary Shares 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 with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
CUSIP Number(s):
45113Y203
1
Names of Reporting Persons
HSG Growth V Management, L.P. ("HSG Growth V MGMT")
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
36,484,430.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
36,484,430.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
36,484,430.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.4 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Row 6, 8 and 9. 36,484,430 Class A Ordinary Shares are directly owned by Inception Five. HongShan Capital Growth Fund V wholly owns Inception Five. HSG Growth V MGMT is the general partner of HongShan Capital Growth Fund V.
Row 11. Based on a total of 432,954,386 shares of Class A Ordinary Shares 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 with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
CUSIP Number(s):
45113Y203
1
Names of Reporting Persons
HongShan Capital Venture Fund VIII, L.P. ("HongShan Capital Venture Fund VIII")
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,484,288.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,484,288.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,484,288.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Row 6, 8 and 9. 4,484,288 Class A Ordinary Shares are directly owned by Rosewood Eight. HongShan Capital Venture Fund VIII wholly owns Rosewood Eight.
Row 11. Based on a total of 432,954,386 shares of Class A Ordinary Shares 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 with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
CUSIP Number(s):
45113Y203
1
Names of Reporting Persons
HSG Venture VIII Management, L.P. ("HSG Venture VIII MGMT")
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,484,288.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,484,288.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,484,288.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Row 6, 8 and 9. 4,484,288 Class A Ordinary Shares are directly owned by Rosewood Eight. HongShan Capital Venture Fund VIII wholly owns Rosewood Eight. HSG Venture VIII MGMT is the general partner of HongShan Capital Venture Fund VIII.
Row 11. Based on a total of 432,954,386 shares of Class A Ordinary Shares 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 with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
CUSIP Number(s):
45113Y203
1
Names of Reporting Persons
HSG Holding Limited ("HSG Holding")
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
40,968,718.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
40,968,718.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
40,968,718.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Row 6, 8 and 9. 36,484,430 Class A Ordinary Shares are directly owned by Inception Five and 4,484,288 Class A Ordinary Shares are directly owned by Rosewood Eight. HongShan Capital Growth Fund V wholly owns Inception Five. HSG Growth V MGMT is the general partner of HongShan Capital Growth Fund V. HongShan Capital Venture Fund VIII wholly owns Rosewood Eight. HSG Venture VIII MGMT is the general partner of HongShan Capital Venture Fund VIII. HSG Holding is the general partner of HSG Growth V MGMT and HSG Venture VIII MGMT.
Row 11. Based on a total of 432,954,386 shares of Class A Ordinary Shares 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 with the Securities and Exchange Commission on May 13, 2026.
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.
HSG Holding Limited
HongShan Capital Growth Fund V wholly owns Inception Five. HSG Growth V MGMT is the general partner of HongShan Capital Growth Fund V. HongShan Capital Venture Fund VIII wholly owns Rosewood Eight. HSG Venture VIII MGMT is the general partner of HongShan Capital Venture Fund VIII. HSG Holding is the general partner of HSG Growth V MGMT and HSG Venture VIII MGMT.
(b)
Address or principal business office or, if none, residence:
Suite 3613, 36/F, Two Pacific Place
88 Queensway
Hong Kong
(c)
Citizenship:
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: Cayman Islands
(d)
Title of class of securities:
Class A Ordinary Shares, par value of $0.001 per share
(e)
CUSIP Number(s):
45113Y203
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
40,968,718. 36,484,430 Class A Ordinary Shares are directly owned by Inception Five and 4,484,288 Class A Ordinary Shares are directly owned by Rosewood Eight. HongShan Capital Growth Fund V wholly owns Inception Five. HSG Growth V MGMT is the general partner of HongShan Capital Growth Fund V. HongShan Capital Venture Fund VIII wholly owns Rosewood Eight. HSG Venture VIII MGMT is the general partner of HongShan Capital Venture Fund VIII. HSG Holding is the general partner of HSG Growth V MGMT and HSG Venture VIII MGMT.
The Class A Ordinary Shares are not for trading. There is no CUSIP number assigned to the Class A Ordinary Shares. The CUSIP number, 45113Y203, is assigned to the American Depositary Shares of the Issuer.
(b)
Percent of class:
9.5%. The percentage is based on a total of 432,954,386 shares of Class A Ordinary Shares 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 with the Securities and Exchange Commission on May 13, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
Inception Five, Ltd.: 36,484,430
Rosewood Eight Ltd.: 4,484,288
HongShan Capital Growth Fund V, L.P.: 36,484,430
HSG Growth V Management, L.P.: 36,484,430
HongShan Capital Venture Fund VIII, L.P.: 4,484,288
HSG Venture VIII Management, L.P.: 4,484,288
HSG Holding Limited: 40,968,718
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
Inception Five, Ltd.: 36,484,430
Rosewood Eight Ltd.: 4,484,288
HongShan Capital Growth Fund V, L.P.: 36,484,430
HSG Growth V Management, L.P.: 36,484,430
HongShan Capital Venture Fund VIII, L.P.: 4,484,288
HSG Venture VIII Management, L.P.: 4,484,288
HSG Holding Limited: 40,968,718
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
Inception Five, Ltd. ("Inception Five")
Signature:
/s/ Neil Nanpeng Shen
Name/Title:
Neil Nanpeng Shen/Authorized Signatory
Date:
06/17/2026
Rosewood Eight Ltd. ("Rosewood Eight")
Signature:
/s/ Neil Nanpeng Shen
Name/Title:
Neil Nanpeng Shen/Authorized Signatory
Date:
06/17/2026
HongShan Capital Growth Fund V, L.P. ("HongShan Capital Growth Fund V")
Signature:
/s/ Neil Nanpeng Shen
Name/Title:
Neil Nanpeng Shen/Authorized Signatory
Date:
06/17/2026
HSG Growth V Management, L.P. ("HSG Growth V MGMT")
Signature:
/s/ Neil Nanpeng Shen
Name/Title:
Neil Nanpeng Shen/Authorized Signatory
Date:
06/17/2026
HongShan Capital Venture Fund VIII, L.P. ("HongShan Capital Venture Fund VIII")
Signature:
/s/ Neil Nanpeng Shen
Name/Title:
Neil Nanpeng Shen/Authorized Signatory
Date:
06/17/2026
HSG Venture VIII Management, L.P. ("HSG Venture VIII MGMT")
