TGE (NYSE: TGE) registers 16.22M shares; reveals US$69M Tribeca hotel buy

Rhea-AI Filing Summary

The Generation Essentials Group files a prospectus supplement registering a mixed offering. It registers issuance of up to 16,220,000 Class A ordinary shares issuable upon exercise of warrants and the offer and resale of up to 57,401,944 ordinary shares and up to 11,120,000 Sponsor Warrants.

The supplement updates the Prospectus dated November 21, 2025 and incorporates a Form 6-K furnished March 9, 2026, which includes a press release disclosing TGE’s acquisition of the Hilton Garden Inn Tribeca for US$69 million. The supplement states trading symbols: ordinary shares TGE (NYSE) and warrants TGE WS (NYSE American).

Insights

Capital Markets Counsel

Registers mixed primary and resale amounts; updates prospectus with a Form 6-K.

The prospectus supplement and accompanying Form 6-K explicitly register 16,220,000 shares issuable on warrant exercise and provide for resale of up to 57,401,944 shares and 11,120,000 Sponsor Warrants. The filing restates trading symbols and recent market closing prices.

Key dependencies include the underlying warrant terms and any future amendments; cash‑flow treatment for resale vs. warrant exercise is described in the Prospectus framework. Subsequent filings may disclose further distribution mechanics or timing.

Corporate Transactions Advisor

Form 6-K discloses a US$69 million hotel acquisition by TGE's hospitality arm.

The press release attached as Exhibit 99.1 states TGE completed the acquisition of the Hilton Garden Inn Tribeca for $69 Million and plans conversion to an "Art Newspaper House." The announcement frames this as a strategic hospitality portfolio addition.

Material operational or financing details (purchase funding sources, projected revenues, or integration milestones) are not itemized in the excerpt; readers should consult future disclosures for specifics.

Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-288278

Prospectus Supplement No. 3

(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 Report on Form 6-K furnished with the Securities and Exchange Commission on March 9, 2026. 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 March 6, 2026, the closing price of our Ordinary Shares on NYSE was $1.35 per share,. On March 2, 2026, the closing price of our Warrants on NYSE American was $0.2196 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 March 9, 2026.

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 March 2026

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 Announces Successful Completion of Acquisition of the New York Tribeca Hotel at US$69 Million

1

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: March 9, 2026

2

Exhibit 99.1

AMTD Digital’s Subsidiary TGE Announces Successful Completion of Acquisition of the New York Tribeca Hotel at US$69 Million

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., jointly announce the successful completion of TGE’s acquisition of the Hilton Garden Inn Hotel in New York City, Tribeca at US$69 Million.

Located at 39 6th Ave, New York, NY 10013, the property is now rebranded as AMTD IDEA Tribeca Hotel (https://www.instagram.com/amtdideatribecahotel). Future plan has been announced to convert the hotel to become the world’s first Art Newspaper House.

This hotel offers a refined neighborhood stay that unites modern comfort with effortless sophistication and exceptional local access, providing guests with a curated gateway to Tribeca’s art, fashion, and culture.

The completion is a strategic milestone for TGE’s hospitality portfolio. The hotel’s scale, prime location and retail potential align with TGE’s commitment to premium assets and unlock opportunities for enhanced operations, cross-segment synergies and sustained long-term value creation.

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: ir@tge.media

FAQ

What securities does TGE register in this prospectus supplement?

The supplement registers 16,220,000 Class A ordinary shares issuable upon warrant exercise and the offer/resale of up to 57,401,944 ordinary shares and up to 11,120,000 Sponsor Warrants.

Does the prospectus supplement include any recent company transactions for TGE?

Yes. The attached Form 6-K includes a press release announcing TGE’s acquisition of the Hilton Garden Inn Tribeca for US$69 million, rebranded as AMTD IDEA Tribeca Hotel with future conversion plans.

What are TGE’s trading symbols and recent market prices cited?

Ordinary shares trade as TGE on the NYSE, closing price cited as $1.35 on March 6, 2026; warrants trade as TGE WS on NYSE American, closing at $0.2196 on March 2, 2026.

Is this prospectus supplement standalone or must it be read with the Prospectus?

It must be read together with the Prospectus dated November 21, 2025; the supplement updates and supersedes inconsistent Prospectus information and is not complete by itself.

Will proceeds go to the company or selling securityholders?

The supplement describes both issuance upon warrant exercise by TGE and resale by selling securityholders; the excerpt does not allocate proceeds explicitly between issuer and sellers in this supplement.