| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.0001 per share |
| (b) | Name of Issuer:
AMTD Digital Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
66 rue Jean-Jacques Rousseau, Paris,
FRANCE
, 75001. |
Item 1 Comment:
Explanatory Note
This Amendment No. 3 to Schedule 13D (the "Amendment No. 3") is filed on behalf of each of AMTD Group Inc. ("AMTD Group"), AMTD IDEA Group, The Generation Essentials Group ("TGE") and Wonderful Time with Co. Ltd. to amend the statement on Schedule 13D, filed on February 16, 2023, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on April 30, 2025 and Amendment No. 2 to Schedule 13D filed with the SEC on February 17, 2026 (collectively, the "Original Filing").
Except as provided herein, this statement does not modify any of the information previously reported on the Original Filing. Capitalized terms used but not defined in this statement have the meanings ascribed to them in the Original Filing. |
| Item 2. | Identity and Background |
|
| (a) | Item 2(a) is hereby amended and restated as follows:
This Amendment No. 3 is filed jointly by AMTD Group Inc., AMTD IDEA Group, The Generation Essentials Group and Wonderful Time with Co. Ltd. World Media and Entertainment Group Inc. ceased to be a Reporting Person immediately after the filing of Amendment No. 2. |
| (b) | Item 2(b) is not amended by this Amendment No. 3. |
| (c) | The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of each of the Reporting Persons are set forth on Schedule A hereto and are incorporated herein by reference. |
| (d) | During the last five years, neither the Reporting Persons nor, to the best of their knowledge, any of the persons listed on Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | During the last five years, neither the Reporting Persons nor, to the best of their knowledge, any of the persons listed on Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of each of the Reporting Persons are set forth on Schedule A hereto and are incorporated herein by reference. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 is not amended by this Amendment No. 3. The Reporting Persons have not acquired any Class A ordinary shares of the Issuer in connection with the transaction described in Item 4. |
| Item 4. | Purpose of Transaction |
| | Item 4 is hereby amended and supplemented by adding the following:
On October 21, 2026, the Issuer and TGE entered into an Asset Transfer and Share Issuance Agreement (the "Asset Transfer Agreement"), pursuant to which the Issuer agreed to transfer to TGE its interests in four hotel assets, consisting of the AMTD IDEA Tribeca Hotel, a 50% equity interest in the hotel operations of the Ritz-Carlton, Perth, and 100% of the share capital of the entities holding the hotel operations of Regalia Kuala Lumpur and Dao By Dorsett North London (collectively, the "Target Assets"), for an aggregate purchase price of US$209,766,000. The purchase price was satisfied in full by the issuance by TGE to the Issuer 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 foregoing description of the Asset Transfer Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Transfer Agreement, which is incorporated herein by reference to Exhibit 99.2 to the Issuer's Report on Form 6-K furnished with the SEC on November 6, 2026.
Except as set forth herein, the Reporting Persons do not have any present plans or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See responses to Rows (11) and (13) of the cover pages of this Schedule 13D. |
| (b) | See responses to Rows (7) through (10) of the cover pages of this Schedule 13D. |
| (c) | Except as disclosed in this Statement, neither the Reporting Persons nor to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Class A ordinary shares of the Issuer during the past 60 days. |
| (d) | Except as disclosed in this Statement, neither the Reporting Persons nor to the best of their knowledge, any of the persons listed in Schedule A hereto, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information set forth in Item 4 is hereby incorporated by reference in its entirety.
The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto.
Other than as described in this Schedule 13D, no contracts, arrangements, understandings or relationships exist with respect to the securities of the Issuer among or between the Reporting Persons or any other person or entity. |
| Item 7. | Material to be Filed as Exhibits. |
| | Schedule A
Exhibit No.:
*99.1 Joint Filing Agreement, dated February 16, 2023, between AMTD Assets Alpha Group and AMTD Group Inc.
*99.2 Share Subscription Agreement dated August 15, 2022 between AMTD Assets Alpha Group and AMTD IDEA Group
*99.3 Share Subscription Agreement dated August 15, 2022 between AMTD Digital Inc. and AMTD IDEA Group
*99.4 Joint Filing Agreement, dated April 30, 2025, between AMTD Group Inc., AMTD IDEA Group, The Generation Essentials Group and World Media and Entertainment Group Inc.
*99.5 Joinder Agreement, dated February 13, 2026 executed by AMTD Group Inc., AMTD IDEA Group, The Generation Essentials Group, World Media and Entertainment Group Inc. and Wonderful Time with Co. Ltd.
99.6 Asset Transfer and Share Issuance Agreement, dated October 21, 2026, between AMTD Digital Inc. and The Generation Essentials Group (incorporated by reference to Exhibit 99.2 to the Issuer's Report on Form 6-K furnished with the SEC on November 6, 2026)
* Previously filed. |
