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 July 2025
Commission File Number: 001-38313
Amber International Holding Limited
(Registrant’s name)
1 Wallich Street, #30-02 Guoco Tower, Singapore
078881
Tel: +65 60220228
(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 x
Form 40-F ¨
Amber International Holding Limited Announces
Closing of US$25.5 Million Private Placement
Amber International Holding Limited (the “Company” or “Amber
International”) closed its previously announced private placement on July 4, 2025. The Company sold an aggregate of 12,200,915
Class A ordinary shares (equivalent to 2,440,183 ADSs) in the private placement at a price of US$10.45 per ADS, corresponding to
US$2.09 per Class A ordinary share based on the 5:1 ratio of Class A ordinary shares to ADS, for a total consideration of US$25.5
million, to a distinguished group of institutional investors including CMAG Funds, Mile Green, Pantera Capital, Choco Up, Kingkey Financial
International (Holdings) Limited (1468.HK), and other prominent investors.
As of the date of this Form 6-K, the Company has 468,414,626 ordinary
shares (equivalent to 93,682,925 ADS on an as converted basis based on 5:1 ratio of Class A ordinary shares to ADS) outstanding,
including 432,181,389 Class A ordinary shares and 36,233,237 Class B ordinary shares.
Proceeds from the private placement will be strategically used to enhance
the Company’s US$100 million crypto reserve initiative, which is designed to support long-term ecosystem alignment and product innovation.
The Class A ordinary shares were sold in a private placement exempted
from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation S under the
Securities Act, and have not been registered under the Securities Act, or any state or other applicable jurisdiction’s securities
laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements
of the Securities Act and applicable state or other jurisdictions’ securities laws.
This Form 6-K shall not constitute an offer to sell or purchase
nor the solicitation of an offer to sell or purchase securities and shall not constitute an offer, solicitation or sale in the United
States and any other state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful. Any
public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company
or the selling security holder and that will contain detailed information about the Company and management, as well as financial statements.
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.
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Amber International Holding Limited |
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By: |
/s/ Josephine Ngai |
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Name: |
Josephine Ngai |
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Title: |
Chief Financial Officer |
Date: July 7, 2025
