Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-288278
Prospectus Supplement No. 2
(To Prospectus dated November 21, 2025)
The Generation Essentials Group
16,220,000 CLASS A ORDINARY
SHARES UNDERLYING WARRANTS, 57,401,944 CLASS A ORDINARY SHARES AND 11,120,000 WARRANTS OF THE GENERATION ESSENTIALS GROUP
This prospectus supplement is being filed to
update and supplement the information contained in the prospectus dated November 21, 2025 (as supplemented or amended from time to
time, the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No.
333-288278), as amended and supplemented, including by Post-Effective Amendment No. 1 thereto, with the information contained
in our Current Reports on Form 6-K, furnished with the Securities and Exchange Commission on December 10, 2025, December 15, 2025,
December 22, 2025 and December 29, 2025. The Prospectus relates to (i) the issuance by The Generation Essentials Group of up to 16,220,000 Ordinary
Shares upon exercise of the Warrants, and (ii) the offer and resale from time to time by the selling securityholders identified in
the Prospectus or their pledgees, donees, transferees, assignees or other successors in interest (that receive any of the securities
as a gift, distribution, or other non-sale related transfer) of up to (a) 57,401,944 Ordinary Shares (including 11,120,000 Ordinary
Shares issuable upon the exercise of the Sponsor Warrants), and (b) up to 11,120,000 Sponsor Warrants.
This prospectus supplement updates and supplements
the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus,
including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there
is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this
prospectus supplement.
Our Ordinary Shares are listed on the New York
Stock Exchange, or NYSE, under the trading symbol “TGE”. Our Warrants are listed on NYSE American LLC, or NYSE American, under
the trading symbol “TGE WS”. On December 26, 2025, the closing price of our Ordinary Shares on NYSE was $1.11 per share, and
the closing price of our Warrants on NYSE American was $0.20 per warrant.
We may further amend or supplement the Prospectus
and this prospectus supplement from time to time by filing amendments or supplements as required. You should read the entire Prospectus,
this prospectus supplement and any amendments or supplements carefully before you make your investment decision.
Investing in our securities involves a high
degree of risk. See “Risk Factors” beginning on page 10 of the Prospectus for a discussion of information that should
be considered in connection with an investment in our securities.
Neither the U.S. Securities and Exchange Commission
nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or
the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is December
29, 2025.
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 December 2025
Commission
File Number: 001-42686
The
Generation Essentials Group
(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 ☐
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
99.1 |
|
Press Release – TGE’s Application for Listing on The London Stock Exchange and Publication of Prospectus |
| 99.2 |
|
Press Release – Admission to Trading on the London Stock Exchange and Completion of Secondary Listing |
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.
| |
The Generation Essentials Group |
| |
|
|
| |
By : |
/s/
Feridun Hamdullahpur |
| |
Name : |
Dr.
Feridun Hamdullahpur |
| |
Title : |
Director |
Date:
December 10, 2025
Exhibit 99.1
December 5, 2025
TGE’s APPLICATION FOR LISTING ON THE
LONDON STOCK EXCHANGE AND PUBLICATION OF PROSPECTUS
PARIS, NEW YORK, SINGAPORE and LONDON, The Generation
Essentials Group (“TGE” or the “Company”, NYSE: TGE) refers to its announcement published on November
24, 2025 relating to its plans to pursue a secondary listing on the London Stock Exchange plc (the “LSE”).
The Company hereby announces that it has applied
to the UK Financial Conduct Authority (the “FCA”) and the LSE for admission of the entire issued Class A ordinary share
capital in the Company (the “Class A Ordinary Shares” or the “Shares”) to trading on the main market
for listed securities of the LSE (together, “Admission”).
Following Admission, the Class A Ordinary Shares
will trade on both the New York Stock Exchange (the “NYSE”) under the ticker symbol “TGE” and the LSE under
the ticker symbol “TGE”.
The Company believes that the London listing aligns
with its business presence and strategy across the UK and Europe, as well as internationally, reinforcing its commitment to these regions,
and will complement its existing listing on the NYSE. The secondary listing on the LSE is intended to benefit the Company’s geographically
diverse shareholder base, increase share trading liquidity, and further establish its profile in a key growth market.
The Company’s prospectus, which was prepared solely
in connection with the Admission in the UK (the “Prospectus”), has today been approved by the FCA and published by the
Company. The Prospectus contains certain business and financial information and risk factors relating to the Company and its subsidiaries.
The Prospectus will shortly be available on the
Company’s website at https://ir.thegenerationessentials.com/corporate-profile/default.aspx.
A copy of the Prospectus has been submitted to the National Storage Mechanism in the UK and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Prospectus does not constitute an offer or
invitation to any person to subscribe for or purchase any Class A Ordinary Shares in any jurisdiction. The Company is not offering any
Class A Ordinary Shares and therefore will not receive any proceeds as a result of Admission.
Admission Statistics
|
Number of Class A Ordinary Shares in
issue on Admission |
44,175,159 |
| |
|
| ISIN number of the Class A Ordinary Shares and CDIs |
KYG382681016 |
| |
|
| SEDOL |
BP9M6S1 |
| |
|
| Legal entity identifier (LEI) number |
391200FAICBNPOIFB794 |
| |
|
| Ticker symbol on London Stock Exchange |
TGE |
The Class A Ordinary Shares are quoted and traded
in US dollars on the NYSE and, following Admission, will be quoted and traded in US dollars on the LSE.
Settlement and Trading
In order to support the public trading of the
Class A Ordinary Shares on the LSE, the Company intends to enter into customary arrangements with market makers on the LSE to facilitate
liquidity.
Trades in securities in uncertificated form are
settled on the LSE through the CREST system. CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than
by a certificate and transferred otherwise than by a written instrument.
As the Company is a non-UK company, the Class
A Ordinary Shares cannot be directly held in uncertificated form or transferred electronically in the CREST system. To enable shareholders
and investors to hold and transfer interests in such Class A Ordinary Shares, and settle the trades in the Class A Ordinary Shares traded
on the LSE through the CREST system, the Company has entered into arrangements with Euroclear UK and International Limited to hold the
relevant Class A Ordinary Shares and issue de-materialised CREST depository interests (“CDIs”) representing the underlying
Class A Ordinary Shares which are held on trust for the holders of the CDIs.
The CDIs are not themselves admitted to trading
on the LSE but represent a mechanism by which trades in the Class A Ordinary Shares placed on the LSE can be settled in CREST. Once settled,
the holders can either continue to hold their interests in Class A Ordinary Shares in the form of CDIs (in CREST) or withdraw their interests
from CREST. For further details, please refer to the section titled “Transferring Class A Ordinary Shares across the NYSE and the
LSE” below, as well as the Section titled “Admission, Settlement and Trading” in the Prospectus.
Transferring Class A Ordinary Shares across
the NYSE and the LSE
Steps to transfer Class A Ordinary Shares
of TGE from DTCC to CREST (to be credited with CDIs)
|
No. |
Step |
| 1. |
Set up an account with a UK-based broker who is a CREST Participant and has a CREST Participant ID. Alternatively, check with your existing US-based broker if they are able to open an account for you to hold and trade UK securities in CREST. |
| 2. |
Instruct your US-based broker to deliver the Shares
to DTCC account 00002012, and specify within the DTCC instruction:
(i)
the recipient CREST Participant ID (the ‘Third Party ID’ field) (this will be the CREST Participant ID of your UK-based broker, as advised
to you by your UK-based broker); and
(ii)
appropriate account information (this will be the details of your account maintained with your UK-based broker, as advised to you by your
UK-based broker), to ensure correct allocation upon receipt in CREST,
in accordance with DTCC’s procedures.
Note: The Shares are marked as UK Stamp Duty Reserve
Tax (SDRT)-exempt in CREST. Accordingly, there is no requirement for a CREST Participant to enter a matching receipt instruction for Shares
moving from DTCC to CREST. The CREST system will analyse the incoming instruction and if formatted correctly will automatically create
the transaction and settle the Shares into the relevant CREST account. |
| 3. |
Euroclear will credit your UK-based broker with
CDIs in respect of the number of Shares transferred.
CREST Settlement occurs between 06:00 and 18:00
(UK time). Instructions are processed in real time in both CREST and DTCC. Due to the time difference, the delivery must be made by your
counterparty (your US-based broker) to the CREST DTCC account before 13:00 (local New York time) in order to achieve same-day settlement.
Deliveries received after this time will not be
transferred to CREST, as they will be automatically returned to the sender in DTCC. |
| 4. |
Thereafter, you may trade and settle Shares (via the CDI structure) in CREST by instructing your UK-based broker. Shares can be sold or transferred between CREST Participants. |
Steps to transfer Class A Ordinary Shares
of TGE from CREST to DTCC
| No. |
Step |
| 1. |
Set up an account with a US-based broker who is a DTCC Participant and has a DTCC Participant ID. Alternatively, check with your existing UK-based broker if they are able to open an account for you to hold and trade US securities in DTCC. |
| 2. |
Instruct your UK-based broker to input an XDL instruction in CREST, without specifying a counterparty Participant or securities credit party, and complete the International and Underlying Client Details as follows: |
| |
XDL Field Tag |
Specific instruction requirements for deliveries to the United States |
| |
CSD ID |
DTCC |
| |
International Party ID |
DTCC code of the DTCC Participant to which you want to deliver US securities. When delivering US securities across the link to DTCC, the International Party ID must contain eight digits. If the DTCC Participant ID consists of less than eight digits, please prefix with additional zeros to increase the number to eight, e.g., DTCC Participant ID 1234 should be input into the International Party ID field as 00001234. |
| |
International Party BIC |
Leave blank |
| |
International Account ID |
Leave blank |
| |
Buyer or Seller Ind |
Set to ‘Buyer’ |
| |
Underlying Account ID |
Leave blank |
| |
Underlying Client 1 to 4 |
Identity of the underlying client on whose behalf the securities are being delivered (i.e., the beneficiary of the securities in the United States). This may be in the form of an account number or name and address. |
| |
Underlying Client BIC |
Leave blank |
| |
Underlying International Party |
Leave blank |
| 3. |
Euroclear will instruct the transfer of the Shares to your US-based broker in DTCC. |
Disclaimer: This information is provided
for general information and guidance purposes only, and does not constitute legal, financial, or investment advice. The transfers of Class
A Ordinary Shares across DTCC and CREST will at all times be subject to the applicable rules, regulations and processes of Euroclear and
DTCC. If you are in any doubt as to any aspect of the transfer process or your obligations, you should consult your UK and/or US-based
broker, as appropriate.
Important legal information
The information contained in this announcement
is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any
invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information
contained in this announcement or its accuracy, fairness or completeness. The contents of this announcement are not to be construed as
legal, financial or tax advice.
This announcement is not for release, publication
or distribution, directly or indirectly, in or into any jurisdiction where, or to any person to whom, to do so would constitute a violation
of applicable law or regulation.
These materials do not constitute or form part
of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Shares or any other securities,
nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, any contract
therefore.
The information in this announcement is subject
to change. Persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the
Prospectus.
Persons considering making investments should
consult an authorised person specialising in advising on such investments.
For the avoidance of doubt, the contents of the
Company’s website are not incorporated by reference into, and do not form part of, this announcement.
About The Generation Essentials Group
The Generation Essentials Group (NYSE: 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.
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 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 The Generation
Essentials Group with the SEC. All information provided in this announcement is as of the date of this announcement, and The Generation
Essentials Group does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For more information, please contact:
The Generation Essentials Group:
IR Office
The Generation Essentials Group
EMAIL: tge@amtd.world
Exhibit 99.2
December 10, 2025
ADMISSION TO TRADING ON THE LONDON STOCK EXCHANGE
AND COMPLETION OF SECONDARY LISTING
PARIS, NEW YORK, SINGAPORE and LONDON, The Generation
Essentials Group (“TGE” or the “Company”, NYSE and LSE: TGE) refers to its announcement published
on December 5, 2025 relating to the approval by the UK Financial Conduct Authority (the “FCA”) of a prospectus for
its proposed secondary listing on the London Stock Exchange plc (the “London Stock Exchange”).
The Company hereby announces that the entire issued
Class A ordinary share capital of the Company has today been admitted to the equity shares (commercial companies) category of the official
list of the FCA and to trading on the London Stock Exchange’s main market for listed securities.
The Class A ordinary shares now trade on both
the New York Stock Exchange and the London Stock Exchange under the ticker symbol “TGE”.
The secondary listing on the London Stock Exchange
is intended to benefit the Company’s geographically diverse shareholder base, increase share trading liquidity, and further establish
its profile in a key growth market. The Company believes that the London listing aligns with its business presence and strategy across
the UK and Europe, as well as internationally, reinforcing its commitment to these regions, and will complement its existing listing on
the New York Stock Exchange.
Important legal information
The information contained in this announcement
is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any
invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information
contained in this announcement or its accuracy, fairness or completeness. The contents of this announcement are not to be construed as
legal, financial or tax advice.
This announcement is not for release, publication
or distribution, directly or indirectly, in or into any jurisdiction where, or to any person to whom, to do so would constitute a violation
of applicable law or regulation.
These materials do not constitute or form part
of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Shares or any other securities,
nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, any contract
therefore.
The information in this announcement is subject
to change. Persons viewing this announcement should ensure that they fully understand and accept the risks set out TGE’s prospectus published
on December 5, 2025.
Persons considering making investments should
consult an authorised person specialising in advising on such investments.
For the avoidance of doubt, the contents of the
Company’s website are not incorporated by reference into, and do not form part of, this announcement.
About The Generation Essentials Group
The Generation Essentials Group (NYSE and 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 special purchase acquisition
company (SPAC) sponsor manager in global media, entertainment, and gaming areas.
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 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 The Generation
Essentials Group with the SEC. All information provided in this announcement is as of the date of this announcement, and The Generation
Essentials Group does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For more information, please contact:
The Generation Essentials Group:
IR Office
The Generation Essentials Group
EMAIL: tge@amtd.world
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 December 2025
Commission File Number: 001-42686
The Generation Essentials Group
(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 ☐
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release – TGE Executed SPA Successfully to Acquire 50% in The Ritz Carlton Hotel Perth, Australia with a Total Value at A$280 Million |
| |
|
|
| 99.2 |
|
Press Release – TGE Successfully Executed SPA to Acquire Upper View Regalia Hotel in Kuala Lumpur, Malaysia |
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.
| |
The Generation Essentials Group |
| |
|
|
| |
By: |
/s/ Feridun Hamdullahpur |
| |
Name: |
Dr. Feridun Hamdullahpur |
| |
Title: |
Director |
Date: December 15, 2025
Exhibit 99.1
AMTD Digital’s Subsidiary TGE Executed
SPA Successfully to Acquire 50% in The Ritz Carlton Hotel Perth, Australia with a Total Value at A$280 Million
PARIS & NEW YORK & LONDON -- AMTD Group
Inc. (“AMTD Group”), AMTD IDEA Group (NYSE: AMTD; SGX: HKB), and The Generation Essentials Group (“TGE” or the “Purchaser”,
NYSE: TGE), a subsidiary of AMTD Digital Inc. (NYSE: HKD), announce jointly that TGE has entered into the SPA with FEC Holdings and FEC
Hotel (the “Vendors”), whereby the Vendors have agreed conditionally to sell, and the Purchaser has agreed conditionally to
purchase a 50% stake in the Ritz Carlton Hotel in Perth Australia.
The transaction will take place by way of acquisition
of the Sale Shares and assignment of the Sale Loan, at an aggregate consideration of A$100 million (equivalent to approximately US$66.4million)
subject to the terms and conditions of the SPA.
The acquisition of The Ritz-Carlton, Perth represents
a significant milestone in TGE’s strategic expansion within the hospitality sector. This transaction reinforces TGE’s dedication to enhancing
its global footprint with premium properties in key markets around the world.
With a portfolio that includes hotel properties
in major cities worldwide—such as the iclub AMTD Sheung Wan Hotel in Hong Kong, Dao by Dorsett AMTD Singapore, as well as recently
announced acquisitions in New York, London, and Malaysia —the addition of The Ritz-Carlton, Perth, further strengthens TGE’s global
hospitality offerings.
The Ritz-Carlton, Perth, marks the 100th Ritz-Carlton
property globally. Strengthened by the globally recognised Ritz-Carlton brand, this acquisition aligns perfectly with TGE’s vision
of delivering exceptional hospitality experiences and VIP services around the globe.
INFORMATION OF THE TARGET GROUP AND HOTEL
The Target Group holds The Ritz-Carlton in Perth,
a luxurious 5-star hotel as a whole building situated on the Elizabeth Quay waterfront. The hotel features 205 elegantly appointed guest
rooms and suites, each with floor-to-ceiling windows that offer stunning views of the river, skyline, and urban parks.
The hotel provides sophisticated amenities, including
a rooftop bar and a river-view infinity pool, while its culinary experiences showcase the finest local ingredients from Western Australia.
The Ritz-Carlton Perth combines timeless luxury with a romantic setting, making it also an ideal venue for weddings and receptions.
Dr. Feridun Hamdullahpur, Chairman of the Board
of Directors of TGE, stated, “With our successful execution of a SPA to acquire the 100th Ritz-Carlton worldwide, we, TGE, have
now well planned to expand our hotel portfolio across major continents, including Australia, Hong Kong SAR, Singapore, Malaysia, London,
and New York City. We invite you all to visit our TGE hotels under the AMTD Group globally. Be our guests!”
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 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), 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.
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 and/or AMTD Digital, 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: tge@amtd.world
Exhibit 99.2
AMTD Digital’s Subsidiary TGE Executed
SPA to Acquire Upper View Regalia Hotel in Kuala Lumpur, Malaysia
PARIS & NEW YORK & LONDON -- AMTD Group
Inc. (“AMTD Group”), AMTD IDEA Group (NYSE: AMTD; SGX: HKB), AMTD Digital Inc. (NYSE: HKD) and The Generation Essentials Group
(“TGE”, NYSE & LSE: TGE), a subsidiary of AMTD Digital Inc., announce jointly that TGE has entered into a sale and purchase
agreement (“SPA”) to purchase an 80% stake in the Upper View Regalia Hotel in Kuala Lumpur, Malaysia.
The aggregate consideration of the transaction
is HK$300 million (equivalent to approximately US$38.6 million), following specific terms and conditions of the SPA. Closing of the acquisition
is subject to customary closing conditions.
Upper View Regalia Hotel is strategically situated
in the heart of Kuala Lumpurs vibrant commercial and business district, providing convenient pedestrian access to both Sunway Putra Mall
and the Putra World Trade Centre. The hotel comprises over 129 rooms and a range of amenities, including a fully equipped gym, a library,
and a stunning rooftop Infinity Pool, and an award-winning restaurant.
The addition of Upper View Regalia Hotel further
strengthens TGE’s global hospitality offerings. This acquisition in Kuala Lumpur also marks TGE’s fourth major hotel project
of the year, reaffirming the company’s commitment to expanding its global footprint with premium properties in key markets around
the world.
As of the date of this announcement, the hotel
portfolio of TGE (including those with executed SPAs pending completions) consists of six properties located in major cities worldwide,
offering over 800 rooms. This portfolio includes the iclub AMTD Sheung Wan Hotel in Hong Kong, Dao by Dorsett AMTD Singapore, along with
recent projects in New York, London, Australia, and Malaysia.
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 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 and 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 special purpose acquisition
company (SPAC) sponsor manager in global media, entertainment, and gaming areas.
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: tge@amtd.world
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 December 2025
Commission File Number: 001-42686
The Generation Essentials Group
(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 ☐
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release – TGE, Subsidiary of AMTD Digital, Announces Successful Pricing of First SPAC Listing |
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.
| |
The Generation Essentials Group |
| |
|
| |
By: |
/s/ Feridun Hamdullahpur |
| |
Name: |
Dr. Feridun Hamdullahpur |
| |
Title: |
Director |
Date: December 22, 2025
Exhibit 99.1
TGE, Subsidiary of AMTD Digital, Announces Successful Pricing
of First SPAC Listing
Dec 19, 2025, 09:28 ET
PARIS and NEW YORK and LONDON, Dec. 19, 2025 /PRNewswire/
-- AMTD Group Inc. (“AMTD Group”), AMTD IDEA Group (NYSE: AMTD; SGX: HKB), AMTD Digital Inc. (NYSE: HKD)
and The Generation Essentials Group (“TGE”, NYSE: TGE; LSE: TGE), a subsidiary of AMTD Digital Inc., announce
jointly that TGE has successfully listed the first SPAC it sponsors, TGE Value Creative Solutions Corp (“TGE Value Creative Solutions”),
on the New York Stock Exchange (the “NYSE”).
TGE Value Creative Solutions priced its initial public offering
of 15 million units at $10.00 per unit. Its units will be listed on the NYSE and will begin trading on December 19, 2025 under the ticker
symbol “BEBE U.”
Each unit consists of one Class A ordinary share and one-half
of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50
per share, subject to certain adjustments.
Once the securities constituting the units begin separate
trading, the Class A ordinary shares and warrants are expected to be listed on NYSE under the symbols “BEBE” and “BEBE
WS,” respectively.
The listing of TGE Value Creative Solutions has achieved remarkable
success, with the order book being oversubscribed and filled up by reputable investors.
TGE Value Creative Solutions may pursue an acquisition or
a business combination with a target in any business or industry but is primarily focused on identifying and acquiring businesses within
the media, digital media, entertainment, high fashion, lifestyle, culture, and gaming sectors, which are in line with TGE’s core business.
In July 2025, TGE announced its intention to pursue business
expansion and acquisition strategy focused on strategically adjacent sectors. As part of this initiative, TGE plans to sponsor and list
a series of special purpose acquisition companies (SPACs), which may then conduct various “de-SPAC” business combinations with
potential acquisition targets. These “de-SPAC” transactions are expected to provide TGE with opportunities to extend its platform,
fostering accelerated growth in areas that complement its core competencies. This strategy is designed to create synergies that will enhance
overall value for shareholders in an accretive manner. The successful New York Stock Exchange listing of TGE Value Creative Solutions
marks the first step of this strategy in action.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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 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: tge@amtd.world
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 December 2025
Commission File Number: 001-42686
The Generation Essentials Group
(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 ☐
EXHIBIT INDEX
| Exhibit No. |
|
Description |
|
99.1 |
|
Press Release – AMTD Digital’s Subsidiary TGE Successfully Executed Multiple SPAs of Hotels’ Acquisitions Post De-SPAC to add USD 300 million Worth of Assets |
| 99.2 |
|
Press Release – TGE Successfully Executes SPA for New York Tribeca Hotel |
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.
| |
The Generation Essentials Group |
| |
|
| |
By: |
/s/ Feridun Hamdullahpur |
| |
Name: |
Dr. Feridun Hamdullahpur |
| |
Title: |
Director |
Date: December 29, 2025
Exhibit 99.1
AMTD Digital’s Subsidiary TGE Successfully
Executed Multiple SPAs for Hotel Acquisitions to Add USD 300 million Worth of Assets
PARIS & NEW YORK & LONDON -- AMTD Group
Inc. (“AMTD Group”), AMTD IDEA Group (NYSE: AMTD; SGX: HKB), AMTD Digital Inc. (NYSE: HKD) and The Generation Essentials Group
(“TGE”, NYSE: TGE; LSE: TGE), a subsidiary of AMTD Digital Inc., announce jointly the successful execution of a sales and
purchase agreement (“SPA”) for the 100% acquisition of the Hilton Garden Inn New York City Tribeca. Closing of the acquisition
is subject to customary closing conditions.
Located at the heart of Tribeca along Avenue of
the Americas and bordered by SoHo, Hudson Square, and Battery Park, the Hilton Garden Inn New York City Tribeca is the center of Lower
Manhattan’s most dynamic and evolving neighborhoods. The hotel features 151 rooms, more than 5,000 square feet of retail space designated
for food and beverage operations, a rooftop area, and amenities including a fitness center and a business center.
Having created the size and magnitude of a fast
growing and a globally independent hotel group, TGE celebrates 2025 as a pivotal year for expanding its hospitality business sector, TGE
has 4 acquisition deals announced in major cities around the world within the financial year 2025. The successful execution of the SPA
of the New York hotel stands out as a significant milestone as TGE closes out the year.
The recent execution of definitive acquisition
agreements in relation to three hotels, after TGE’s completion of its de-SPAC transaction with a special purpose acquisition company
under Lawrence Ho’s Black Spade Capital, involves a total valuation of over USD300 million of assets and is expected to result in
a rapid expansion of TGE's hotel portfolio by approximately 500 rooms in just 6 months if consummated.
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 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: tge@amtd.world
Exhibit 99.2
TGE Executes SPA for New York Tribeca Hotel
Successfully
PARIS & NEW YORK & LONDON -- AMTD Group
Inc. (“AMTD Group”), AMTD IDEA Group (NYSE: AMTD; SGX: HKB), AMTD Digital Inc. (NYSE: HKD) and The Generation Essentials Group
(“TGE”, NYSE: TGE; LSE: TGE), a subsidiary of AMTD Digital Inc., announce jointly that TGE has executed the sale and purchase
agreement (“SPA”) for the acquisition of the Hilton Garden Inn New York City Tribeca successfully.
The Hilton Garden Inn New York City Tribeca, located
at 39 6th Ave, New York, NY 10013, features 151 spacious rooms and suites, along with a full fitness center, 5,000 square feet of retail
space, and convenient subway access.
TGE has completed the irrevocable deposit, with
the goal of closing the acquisition of this hotel within the next two months.
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 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: tge@amtd.world
