UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark One)
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
OR
☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company
report
Commission File Number: 001-40463
AMTD Digital Inc.
(Exact Name of Registrant as Specified in Its Charter)
N/A
(Translation of Registrant’s Name into English)
Cayman Islands
(Jurisdiction of Incorporation or Organization)
66 rue Jean-Jacques Rousseau
75001 Paris
France
(Address of Principal Executive Offices)
Feridun Hamdullahpur, Chairman of Executive
Management Committee and Director
Telephone: +33 (0) 1 7673 2800
66 rue Jean-Jacques Rousseau
75001 Paris
France
(Name, Telephone, Email and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant
to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| American depositary shares, each representing 0.4 Class A ordinary shares, par value US$0.0001 per share Class A ordinary shares, par value US$0.0001 per share* | | HKD | | New York Stock Exchange |
| * | Not for trading, but only in connection with the listing of
American depositary shares on the New York Stock Exchange. |
Securities registered or to be registered pursuant
to Section 12(g) of the Act;
None
(Title of Class)
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act;
None
(Title of Class)
Indicate the number of outstanding shares of each
of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 32,793,921 Class
A ordinary shares, par value US$0.0001 per share, and 65,741,346 Class B ordinary shares, par value US$0.0001 per share, as of October
31, 2024.
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐
Yes ☒ No
If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934. ☐ Yes ☒
No
Note – Checking the box above will not relieve
any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations
under those Sections.
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. ☒ Yes ☐
No
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Yes ☐ No
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large
accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☒ | Non-accelerated Filer ☐ | Emerging growth company ☐ |
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange
Act. ☐
| † | The term “new or revised financial accounting standard”
refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section 12(b)
of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ | International Financial Reporting Standards as issued
by the International Accounting Standards Board ☐ | Other ☐ |
If “Other” has been checked in response
to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐
Item 17 ☐ Item 18
If this is an annual report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐
Yes ☒ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant
has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent
to the distribution of securities under a plan confirmed by a court. ☐
Yes ☐ No
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment No.
1”) to the annual report on Form 20-F of AMTD Digital Inc. (the Company”) amends its annual report on Form 20-F for the year
ended October 31, 2024 as originally filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025 (the
“Original Filing”).
This Amendment No. 1 is being filed to:
| ● | supplement the disclosures under Item 16C of the Original Filing
to reflect the audit fees for services performed by Assentsure PAC, independent registered
public accounting firms of the Company, for the audit of the financial statements of the
Company for fiscal year ended October 31, 2024 and to present a breakdown of the amounts
of aggregate audit fees billed for
each of the Company’s last two fiscal years by Assentsure PAC; |
| ● | amend
disclosures under Item 16F of the Original Filing to reflect the receipt and content of a
letter from the Company’s former auditor, which was issued subsequent and in response
to the original disclosures under Item 16F of the Original Filing, in accordance with Item
16F(a)(1) of Form 20-F; and |
| ● | amend
the list of exhibits in “Item 19. Exhibits” of the Original Filing to
reflect the filing of the letter from the Company’s former auditor referenced above
as required under Item 16F(a)(3) of Form 20-F. |
Other than as set forth herein, the Company has
not modified or updated any other disclosures and has made no changes to the items or sections in the Original Filing. Other than as expressly
stated in this Amendment No. 1, this Amendment No. 1 does not, and does not purport to, amend, update or restate the information in any
part of the Original Filing or reflect any events that have occurred after the Original Filing was filed on February 28, 2025. The filing
of this Amendment No. 1 should not be understood to mean that any other statements contained in the Original Filing are true and complete
as of any date subsequent to February 28, 2025. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing
and the documents filed with or furnished to the SEC by the Company subsequent to February 28, 2025, including any amendments to such
documents, as information in such documents may update or supersede certain information contained in this Amendment No. 1.
As required by Rule 12b-15 of the Securities and
Exchange Act of 1934, as amended, the Company is also filing or furnishing the certifications required under Section 302 and Section 906
of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment No. 1.
TABLE OF CONTENTS
| Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES |
1 |
| Item 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
2 |
| Item 19. EXHIBITS |
3 |
| SIGNATURES |
5 |
Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees
by categories specified below in connection with certain professional services rendered by Deloitte Touche Tohmatsu and Assentsure PAC,
our independent registered public accounting firms, for the periods indicated. We did not pay or accrue for payment any other fees to
our principal accountant during the periods except as indicated below.
| | |
For the Fiscal Year ended
April 30,
2023 | | |
For the Fiscal Year ended
October 31,
2024 | |
| | |
US$ | | |
US$ | |
| | |
(in thousands) | |
| Audit Fees(1) | |
| | |
| |
| - Deloitte Touche Tohmatsu | |
| 965 | | |
| — | |
| - Assentsure PAC | |
| — | | |
| 228 | (3) |
| Tax Fees(2) | |
| | | |
| | |
| - Deloitte Touche Tohmatsu | |
| 4 | | |
| — | |
| (1) | “Audit fees” represent the aggregate fees billed for each of the fiscal years listed for professional services rendered
by our principal accountant for the audit of our annual consolidated financial statements and the review of interim condensed consolidated
financial statements. |
| (2) | “Tax fees” represent the aggregate fees billed for professional services rendered by our principal external auditors for
tax compliance. |
| (3) | US$228,000 was billed by Assentsure PAC during the year ended October 31, 2024 in relation to the audits for the six months ended
October 31, 2023 and fiscal years ended April 30, 2023, 2022 and 2021. The audit fee for the fiscal year ended April 30, 2024 was not
billed by Assentsure PAC during the year ended April 30, 2024. |
All audit and permitted non-audit services provided
by our principal accountant, including audit services, audit-related services, tax services, and other services as described above, must
be and have been approved in advance by our audit committee.
Item 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Effective June 24, 2024, we engaged Assentsure
PAC, or Assentsure, as our independent registered public accounting firm to audit our consolidated financial statements as of and for
each of the fiscal years ended April 30, 2021, 2022 and 2023 and six months ended October 31, 2023. We dismissed Deloitte Touche Tohmatsu,
or Deloitte, on April 22, 2024 and notified Deloitte of such dismissal on April 23, 2024. The change of our independent registered public
accounting firm was approved by our board of directors and the audit committee of our board.
A copy of Deloitte’s letter dated April 11,
2025 in response to the original disclosures under Item 16F of our annual report on Form 20-F originally filed on February 28, 2025 is
attached as Exhibit 16.1.
The audit reports of Deloitte on our consolidated
financial statements as of and for the year ended April 30, 2023, did not contain an adverse opinion or a disclaimer of opinion. They
were not qualified or modified as to uncertainty, audit scope or accounting principle. During the fiscal year ended April 30, 2023, and
the subsequent period prior to the dismissal of Deloitte, or the covered period, there were no (i) disagreements between us and Deloitte
on accounting principles or practices, financial statement disclosure, or auditing scope or procedures, to have caused Deloitte to make
reference thereto in their reports on the financial statements for such years, or (ii) “reportable events” as defined in Form
20-F Item 16F(a)(1)(v), supplemented by the following paragraph.
Deloitte advised us that information had come to
Deloitte’s attention during the covered period, which, if further investigated, may materially impact the fairness or reliability
of either a previously issued audit report or the underlying financial statements of ours; or the financial statements issued or to be
issued covering the fiscal period(s) subsequent to the date of the most recent financial statements covered by an audit report (including
information that may prevent Deloitte from rendering an unqualified audit report on those financial statements). The information related
to two writs filed against certain of our ex-subsidiaries.
Given the dismissal of Deloitte, following
the formal procedures and confirmation to us by Assentsure that its engagement for the audit of our consolidated financial
statements as of and for each of the fiscal years ended April 30, 2021, 2022 and 2023 and six months ended October 31, 2023 under
United States generally accepted accounting principles, including the completion of clearance procedures with Deloitte in accordance
with PCAOB requirements and internal guidelines and criteria of Assentsure through an in-person meeting that took place in Singapore
on April 22, 2024, the audit committee of our board of directors has determined that there was no need to discuss with Deloitte the
matters raised by Deloitte and set forth in the immediately preceding paragraph further with Deloitte subsequent to its
dismissal.
During our fiscal year ended April 30, 2023 and
through the subsequent interim period on or prior to the engagement of Assentsure, neither us nor anyone on our behalf consulted with
Assentsure on either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us
that Assentsure concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial
reporting issue, or (b) any matter that was the subject of a disagreement, as that term is defined in Item 16F(a)(1)(iv) of Form 20-F
(and the related instructions thereto) or a reportable event as set forth in Item 16F(a)(1)(v)(A) through (D) of Form 20-F.
Item 19. EXHIBITS
Exhibit
Number |
|
Document |
| 1.1 |
|
Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form F-1 (File No. 333-256322), as amended, initially filed with the Securities and Exchange Commission on May 20, 2021) |
| 1.2 |
|
Registrant’s Specimen American Depositary Receipt (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form F-1 (File No. 333-256322), as amended, initially filed with the Securities and Exchange Commission on May 20, 2021) |
| 2.1 |
|
Registrant’s Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form F-1 (File No. 333-256322), as amended, initially filed with the Securities and Exchange Commission on May 20, 2021) |
| 2.2 |
|
Form of Deposit Agreement among the Registrant, the depositary and all holders of the American Depositary Receipts of the Registrant (incorporated by reference to Exhibit 4.3 to our Registration Statement on Form F-1 (File No. 333-256322), as amended, initially filed with the Securities and Exchange Commission on May 20, 2021) |
| 2.3 |
|
AMTD SpiderNet Share Incentive Plan (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form F-1 (File No. 333-256322), as amended, initially filed with the Securities and Exchange Commission on May 20, 2021) |
| 2.4 |
|
Description of Securities (incorporated by reference to Exhibit 2.4 to our annual report on Form 20-F (File No. 001-40463) filed with the Securities and Exchange Commission on August 30, 2022) |
| 4.1 |
|
Master Transaction Agreement between the Registrant and its controlling shareholder dated May 18, 2021 (incorporated by reference to Exhibit 10.4 to our Registration Statement on Form F-1 (File No. 333-256322), as amended, initially filed with the Securities and Exchange Commission on May 20, 2021) |
| 4.2 |
|
Transitional Services Agreement between the Registrant and its controlling shareholder dated May 18, 2021 (incorporated by reference to Exhibit 10.5 to our Registration Statement on Form F-1 (File No. 333-256322), as amended, initially filed with the Securities and Exchange Commission on May 20, 2021) |
| 4.3 |
|
Non-Competition Agreement between the Registrant and its controlling shareholder dated May 18, 2021 (incorporated by reference to Exhibit 10.6 to our Registration Statement on Form F-1 (File No. 333-256322), as amended, initially filed with the Securities and Exchange Commission on May 20, 2021) |
| 4.4 |
|
Engagement Letter between the Registrant and its controlling shareholder dated October 1, 2020 (incorporated by reference to Exhibit 10.7 to our Registration Statement on Form F-1 (File No. 333-256322), as amended, initially filed with the Securities and Exchange Commission on May 20, 2021) |
| 4.5 |
|
Share Purchase Agreement between the Registrant and AMTD Assets Alpha Group dated March 8, 2021 (incorporated by reference to Exhibit 10.16 to our Registration Statement on Form F-1 (File No. 333-256322), as amended, initially filed with the Securities and Exchange Commission on May 20, 2021) |
| 4.6 |
|
Share Purchase Agreement between the Registrant and AMTD Education Group dated March 8, 2021 (incorporated by reference to Exhibit 10.17 to our Registration Statement on Form F-1 (File No. 333-256322), as amended, initially filed with the Securities and Exchange Commission on May 20, 2021) |
| 4.7 |
|
Share Purchase Agreement between the Registrant and AMTD IDEA Group dated August 15, 2022 (incorporated by reference to Exhibit 4.17 to our annual report on Form 20-F (File No. 001-40463) filed with the Securities and Exchange Commission on August 30, 2022) |
| 4.8 |
|
Business Loan Agreement between the Registrant and East West Bank dated August 5, 2024 (incorporated by reference to Exhibit 4.8 to our annual report on Form 20-F (File No. 001-40463) filed with the Securities and Exchange Commission on February 28, 2025) |
| 8.1 |
|
List of Subsidiaries of the Registrant (incorporated by reference to Exhibit 8.1 to our annual report on Form 20-F (File No. 001-40463) filed with the Securities and Exchange Commission on February 28, 2025) |
| 11.1 |
|
Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 to our Registration Statement on Form F-1 (File No. 333-256322), as amended, initially filed with the Securities and Exchange Commission on May 20, 2021) |
| 11.2 |
|
Amended and Restated Statement of Policies Governing Material, Non-Public Information and the Prevention of Insider Trading of the Registrant (incorporated by reference to Exhibit 11.2 to our annual report on Form 20-F (File No. 001-40463) filed with the Securities and Exchange Commission on February 28, 2025) |
| 12.1* |
|
Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 12.2* |
|
Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 13.1** |
|
Chief Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 13.2** |
|
Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 16.1* |
|
Letter from Deloitte Touche Tohmatsu to the Securities and Exchange Commission dated April 11, 2025 |
| 97 |
|
Clawback Policy (incorporated by reference to Exhibit 97 to our annual report on Form 20-F (File No. 001-40463) filed with the Securities and Exchange Commission on February 28, 2025) |
| 101.INS |
|
Inline XBRL Instance Document—the instance document does not appear in
the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH |
|
Inline XBRL Taxonomy Extension Scheme Document |
| 101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 |
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in
Exhibit 101) |
SIGNATURES
The registrant hereby certifies that it meets all
of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its
behalf.
| |
AMTD Digital Inc. |
| |
|
|
| |
By: |
/s/ Giampietro Baudo |
| |
Name: |
Giampietro Baudo |
| |
Title: |
Chief Executive Officer |
Date: February 18, 2026
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