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 November 2026
Commission
File Number: 001-40463
AMTD
Digital Inc.
(Translation
of registrant’s name into English)
66
rue Jean-Jacques Rousseau
75001
Paris
France
(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 ☒ Form 40-F ☐
EXPLANATORY
NOTE
On November 6, 2026, we, together with our parent company AMTD IDEA
Group and our subsidiary The Generation Essentials Group, issued a joint press release announcing the transfer by us to The Generation
Essentials Group of our interests in four premium hotel assets pursuant to an Asset Transfer and Share Issuance Agreement, dated October
21, 2026, between us and The Generation Essentials Group, and the issuance by The Generation Essentials Group to us of 198,630,381 newly
issued Class A ordinary shares in full satisfaction of the purchase price. A copy of the joint press release is furnished as Exhibit 99.1,
and a copy of the Asset Transfer and Share Issuance Agreement is furnished as Exhibit 99.2, to this current report on Form 6-K.
EXHIBIT
INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
AMTD IDEA, AMTD Digital and TGE Jointly Announce the Transfer of Four Premium Hotel Assets to TGE and the Issuance of 198,630,381 TGE Class A Ordinary Shares to AMTD Digital |
| |
|
|
| 99.2 |
|
Asset Transfer and Share Issuance Agreement, dated October 21, 2026, between AMTD Digital Inc. and The Generation Essentials Group |
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.
| |
AMTD Digital Inc. |
| |
|
|
| |
By: |
/s/ Feridun Hamdullahpur |
| |
Name: |
Dr. Feridun Hamdullahpur |
| |
Title: |
Director |
Date:
November 6, 2026
Exhibit 99.1
AMTD
IDEA, AMTD Digital and TGE Jointly Announce the Injection of Four Premium Hotel Assets into TGE
PARIS
& NEW YORK & LONDON -- AMTD IDEA Group (NYSE: AMTD; SGX: HKB), a NYSE and SGX-ST dual-listed company and a subsidiary of AMTD
Group Inc. (“AMTD Group”), AMTD Digital Inc. (“AMTD Digital”) (NYSE: HKD), a controlled and consolidated subsidiary
of AMTD IDEA Group, and The Generation Essentials Group (“TGE”) (NYSE: TGE; LSE: TGE), a controlled and consolidated subsidiary
of AMTD Digital, jointly announced today the injection of four premium hotel assets into TGE.
On
October 21, 2026, AMTD Digital and TGE entered into an Asset Transfer and Share Issuance Agreement (the “Asset Transfer Agreement”),
pursuant to which AMTD Digital transferred, on November 2, 2026 to TGE its controlling interests in four hotel assets, consisting of
100% of the AMTD IDEA Tribeca Hotel, a 50% equity interest with veto power in the hotel operations of the Ritz-Carlton, Perth, and 100%
of AMTD Dao By Dorsett Hornsey London, and 80% of Upper Regalia Kuala Lumpur and (collectively, the “Target Assets”), for
an aggregate purchase price of US$209,766,000, factoring into consideration also the underlying debts.
The
L’Officiel Coffee and Bar celebrated its official opening at City of Dreams in Macao SAR in September 2026. As the Brand’s
second global location, it reinforces our commitment to a strategic expansion plan within the hospitality sector, with a target of establishing
15 to 20 additional venues worldwide.
The
purchase price was satisfied in full by the issuance by TGE to AMTD Digital on November 2, 2026 of 198,630,381 newly issued Class A ordinary
shares of TGE (the “Consideration Shares”), determined based on the 30-day volume-weighted average price of TGE’s shares
on the New York Stock Exchange for the thirty trading days ending on May 29, 2026. The Asset Transfer Agreement was entered into immediately
after AMTD IDEA Group transferred the Target Assets into AMTD Digital at the valuation and through settlement and discharge of US$209,766,000
of indebtedness owed by AMTD IDEA Group to AMTD Digital (collectively, the “Transactions”).
The
Transactions are intended to inject and consolidate the group’s premium hospitality assets under TGE, which focuses on hospitality
and VIP services, among other businesses focusing into lifestyle and experiencing.
After
the consummation of the Transactions and as of the date of this press release, (i) AMTD Digital holds 88.2% of the issued and outstanding
share capital of TGE, representing 91.1% of the total outstanding voting power of TGE, and (ii) AMTD IDEA Group, directly and through
AMTD Digital, beneficially owns 95.6% of the issued and outstanding share capital of TGE, representing 96.7% of the total outstanding
voting power of TGE.
About
AMTD Group
AMTD
Group is a conglomerate with a core business portfolio spanning across media and entertainment, education and training, and premium assets
and hospitality sectors.
About
AMTD IDEA Group
AMTD
IDEA Group (NYSE: AMTD; SGX: HKB) represents a diversified institution and digital solutions conglomerate group, connecting companies
and investors with global markets. Its comprehensive one-stop business services plus digital solutions platform addresses different clients’
diverse and inter-connected business needs and digital requirements across all phases of their life cycles. AMTD IDEA Group is uniquely
positioned as an active super connector between clients, business partners, investee companies, and investors, connecting the East and
the West. For more information, please visit www.amtdinc.com or follow us on X (formerly
known as “Twitter”) at @AMTDGroup.
About
AMTD Digital Inc.
AMTD
Digital Inc. (NYSE: HKD) is a comprehensive digital solutions platform headquartered in France. Its one-stop digital solutions platform
operates key business lines including digital media, content and marketing services, investments as well as hospitality and VIP services.
For AMTD Digital’s announcements, please visit https://ir.amtdigital.net/investor-news.
About
The Generation Essentials Group
The
Generation Essentials Group (NYSE: TGE; LSE: TGE), jointly established by AMTD Group, AMTD IDEA Group (NYSE: AMTD; SGX: HKB) and AMTD
Digital Inc. (NYSE: HKD), is headquartered in France and focuses on global strategies and developments in multi-media, entertainment,
and cultural affairs worldwide as well as hospitality and VIP services. TGE comprises L’Officiel, The Art Newspaper, movie
and entertainment projects. Collectively, TGE is a diversified portfolio of media and entertainment businesses, and a global portfolio
of premium properties. Also, TGE is a special purpose acquisition company (SPAC) sponsor manager, with its first SPAC successfully raised
and priced on December 18, 2025.
Safe
Harbor Statement
This
press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor”provisions of
the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as
“will,” “expects,”“anticipates,” “aims,” “future,” “intends,”
“plans,” “believes,”“estimates,” “likely to,” and similar statements. Statements that
are not historical facts, including statements about the beliefs, plans, and expectations of AMTD IDEA Group, AMTD Digital and/or The
Generation Essentials Group, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further
information regarding these and other risks is included in the filings of AMTD IDEA Group, AMTD Digital and The Generation Essentials
Group with the SEC. All information provided in this press release is as of the date of this press release, and none of AMTD IDEA Group,
AMTD Digital and The Generation Essentials Group undertakes any obligation to update any forward-looking statement, except as required
under applicable law.
For
more information, please contact:
For
AMTD IDEA Group:
IR
Office
AMTD
IDEA Group
EMAIL:
ir@amtdinc.com
For
AMTD Digital Inc.:
IR
Office
AMTD
Digital Inc.
EMAIL:
ir@amtdigital.net
For
The Generation Essentials Group:
IR
Office
The
Generation Essentials Group
EMAIL: ir@tge.media
Exhibit
99.2
ASSET
TRANSFER AND SHARE ISSUANCE AGREEMENT
This
Asset Transfer and Share Issuance Agreement (the “Agreement”) is made and entered into as of this 21st of October, 2026,
by and between:
| 1. | AMTD
Digital Inc., an exempted company incorporated in the Cayman Islands with limited liability
and listed on the NYSE (“Digital”); and |
| 2. | The
Generation Essentials Group, a company listed on the NYSE and the London Stock Exchange
(“TGE”) |
(Digital
and TGE are collectively referred to as the “Parties” and individually as a “Party”.)
RECITALS
WHEREAS,
Digital owns or possesses the absolute right to transfer the following premium hospitality assets and corresponding equity interests
(collectively, the “Target Assets”):
(i) The
property, business, and associated operations known as the AMTD IDEA Tribeca Hotel, valued at a consideration of USD 69,000,000, with
an effective acquisition date occurring in March 2026;
(ii) A
fifty percent (50%) equity interest in RC Perth Operations Pty Ltd and Perth FEC Pty Ltd (representing the hotel operations of the Ritz-Carlton,
Perth), valued at a consideration of AUD 100,000,000, with an effective acquisition date occurring in May 2026;
(iii) One
hundred percent (100%) of the issued and outstanding share capital of Magic Star International Limited (representing the hotel operations
of Regalia Kuala Lumpur), valued at a consideration of HKD 300,000,000, with an effective acquisition date occurring in May 2026; and
(iv) One
hundred percent (100%) of the issued and outstanding share capital of Quality Hornsey PropCo Limited (representing the hotel operations
of Dao By Dorsett North London), valued at a consideration of GBP 22,656,000, with an effective acquisition date occurring in June 2026.
WHEREAS,
Digital desires to sell, assign, and transfer the Target Assets to TGE, and TGE desires to acquire the Target Assets from Digital, upon
the terms and subject to the conditions set forth herein;
NOW,
THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE
1: THE TRANSFER
1.1 Transfer of Target Assets
Subject
to the absolute fulfillment or written waiver of the Conditions Precedent set forth in Article 5, Digital hereby agrees to
irrevocably sell, assign, transfer, and convey to TGE, and TGE hereby agrees to purchase, acquire, and accept from Digital,
all of Digital’s rights, title, and interests in and to the Target Assets, free and clear of all encumbrances (the
“Transfer”).
ARTICLE
2: CONSIDERATION AND SHARE ISSUANCE
2.1
Purchase Price
The
aggregate purchase price for the Target Assets shall be the sum of: USD 69,000,000 plus AUD 100,000,000 plus HKD 300,000,000 plus GBP
22,656,000. For the purposes of this Agreement, all non-USD amounts have been converted into United States Dollars (USD) based on the
official foreign exchange rates published by Bloomberg as of the close of business on May 29, 2026, resulting in a total aggregate purchase
price of USD 209,766,000 (the “Purchase Price”).
2.2
Settlement of the Transfer
In
full and final settlement of the Purchase Price, Purchaser shall issue and allot to Seller (or its designated nominee) exactly 198,630,381
newly issued Class A shares of TGE (the “Consideration Shares”). The number of Consideration Shares was determined by dividing
the Purchase Price by the 30-day volume-weighted average price (VWAP) of Purchaser’s shares traded on the NYSE for the thirty (30)
trading days ending on May 29, 2026. The Parties expressly agree that the issuance and allotment of the Consideration Shares shall constitute
complete and absolute satisfaction of Purchaser’s obligation to pay the Purchase Price.
ARTICLE
3: EFFECTIVE DATE AND RISK ASSUMPTION
3.1
Effective Date
Notwithstanding
the date of execution of this Agreement, the Parties expressly agree that the effective date of the transfer of beneficial ownership,
economic rights, and legal title of each respective Target Asset to TGE shall be deemed to be the exact dates of the effective acquisitions
of such Target Assets as outlined in the Recitals (the “Effective Date”).
3.2
Absolute Assumption of Liabilities and Bare Trust Arrangement
As
of the respective Effective Dates for each Target Asset, TGE hereby unconditionally and irrevocably assumes all economic benefits, profits,
losses, debts, operational liabilities, tax obligations, and risks associated with the Target Assets. Digital is hereby deemed to have
held the Target Assets strictly as a bare trustee and nominee for and on behalf of TGE from their respective Effective Dates until the
formal legal transfers are registered and finalized.
ARTICLE
4: STRICT PROTECTIVE COVENANTS AND INDEMNIFICATION
4.1
Absolute Indemnification
TGE
shall unconditionally, irrevocably, and absolutely indemnify, defend, and hold harmless Digital, alongside its directors, officers, shareholders,
employees, and affiliates, from and against any and all claims, lawsuits, regulatory fines, tax liabilities, losses, damages, or expenses
(including reasonable legal fees) of any nature whatsoever arising out of or related to the ownership, operation, or transfer of the
Target Assets from their respective Effective Dates.
4.2
Regulatory Fail-Safe and Unwind Mechanism
In
the event that the U.S. Securities and Exchange Commission, the NYSE, the LSE, the SGX, or any other competent regulatory authority or
exchange deems any part of this transaction to be in violation of applicable listing rules, the Parties shall have the absolute right
to unilaterally unwind and void this Agreement ab initio (from the beginning) without penalty.
4.3
Anti-Dilution Protection
The
shares issued to Digital pursuant to Article 2 shall be subject to standard anti-dilution protections. Should TGE undergo any stock split,
reverse stock split, stock dividend, recapitalization, or similar capital restructuring prior to the formal registration of the shares,
the number of shares to be issued shall be mathematically adjusted to ensure Digital receives the exact same economic value as originally
contemplated under this Agreement.
ARTICLE
5: CONDITIONS PRECEDENT
5.1
Board Approvals
The
respective obligations of the Parties to consummate the Transfer are strictly conditional upon the receipt of formal corporate approval
from the respective Boards of Directors of Digital and TGE.
ARTICLE
6: REPRESENTATIONS AND WARRANTIES
6.1
Mutual Representations
Each
Party represents and warrants to the other Party that it is duly organized, has the requisite corporate power to enter into this Agreement,
and that this Agreement constitutes a valid and binding obligation.
ARTICLE
7: MISCELLANEOUS
7.1
Governing Law and Exclusive Jurisdiction
This
Agreement, and all claims or causes of action arising out of or relating to this Agreement, shall be governed by and construed in accordance
with the laws of the Cayman Islands. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be subject
to the exclusive jurisdiction of the competent courts of the Cayman Islands.
