Amber International Holding Limited_2026-06-30
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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 September 2026

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      Form 40-F

EXHIBIT INDEX

Number

  ​ ​ ​

Description of Document

99.1

Condensed Consolidated Interim Financial Statements as of June 30, 2026

99.2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

101.INS

Inline XBRL Instance Document-this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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.

Amber International Holding Limited

By:

/s/ Steve Zhang

Name:

Steve Zhang

Title:

Co-Chief Financial Officer

By:

/s/ Josephine Ngai

Name:

Josephine Ngai

Title:

Co-Chief Financial Officer

Date: September 10, 2026

3

Amber International Holding Limited_2026-06-30
P30DP30DP12M000000

Table of Contents

Exhibit 99.1

AMBER INTERNATIONAL HOLDING LIMITED

INDEX TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Page

Condensed Consolidated Statements of Financial Position as of December 31, 2025 and June 30, 2026

F-2 - F-3

Condensed Consolidated Statements of Profit or Loss for the Six-month Ended June 30, 2025 and 2026

F-4

Condensed Consolidated Statements of Comprehensive Income/(Loss) for the Six-month Ended June 30, 2025 and 2026

F-5

Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Six-month Ended June 30, 2025 and 2026

F-6

Condensed Consolidated Statements of Cash Flows for the Six-month Ended June 30, 2025 and 2026

F-7 - F-8

Notes to the Condensed Consolidated Interim Financial Statements

F-9 - F-23

F-1

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(US$’000, except share data and per share data, or otherwise noted)

As of

As of

December 31,

June 30,

  ​ ​ ​

Note

  ​ ​ ​

2025

  ​ ​ ​

2026

(audited)

(unaudited)

ASSETS

  ​

 

Current assets

 

  ​

Cash and cash equivalents

 

5

 

29,895

30,186

Time deposits

 

5

 

836

836

Restricted cash

 

5

 

3,171

3,226

Digital assets

 

6

 

45,958

52,111

Trade and other receivables

 

7

 

16,625

12,246

Income tax recoverable

 

 

141

57

Collateral receivables

 

8

 

3,407

8,534

Amounts due from related parties

19

 

32,341

60,081

Financial assets at fair value through profits or loss

9

 

22,084

13,647

Crypto assets loan receivables

 

10

 

42,141

57,788

Derivative financial instruments

 

 

316

 

 

196,915

238,712

Assets classified as held for sale

 

 

17

10

Total current assets

196,932

238,722

Non-current assets

 

 

Property, plant and equipment

 

 

97

291

Intangible assets

 

11

 

2,949

2,720

Goodwill

 

11

 

53,136

53,136

Right-of-use assets

 

1,484

1,124

Investment accounted for using equity method

 

 

90

70

Financial assets at fair value through profits or loss

 

9

 

1,189

1,450

Other receivables

7

 

495

528

Deferred tax assets

 

 

7

7

Total non-current assets

59,447

59,326

 

 

Total assets

256,379

298,048

 

LIABILITIES AND EQUITY

 

Current liabilities

 

 

Trade and other payables

 

12

 

13,427

11,192

Collateral payables

 

8

 

10,941

75,558

Contract liabilities

 

8,575

8,232

Liabilities due to customers

13

 

61,351

49,624

Amounts due to related parties

 

19

 

48,031

47,723

Derivative financial instruments

 

 

316

Lease liabilities

 

 

867

874

Income tax payable

513

438

144,021

193,641

Liabilities classified as held for sale

1,277

1,265

Total current liabilities

145,298

194,906

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F-2

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED)

(US$’000, except share data and per share data, or otherwise noted)

As of

As of

December 31,

June 30,

  ​ ​ ​

Note

  ​ ​ ​

2025

  ​ ​ ​

2026

(audited)

(unaudited)

Non-current liabilities

 

  ​

Lease liabilities

 

 

722

274

Accrued liabilities

12

 

47

47

Total non-current liabilities

 

 

769

321

 

Total liabilities

146,067

195,227

 

  ​

 

Equity

Share capital

 

  ​

424

424

Share premium

 

90,540

90,540

Treasury shares

 

  ​

 

(903)

(5,780)

Other reserves

 

53,390

53,010

Accumulated losses

 

  ​

 

(33,139)

(35,373)

Total equity

 

110,312

102,821

 

Total equity and liabilities

256,379

298,048

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F-3

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

(US$’000, except share data and per share data, or otherwise noted)

  ​ ​ ​

For the six-month ended

June 30,

  ​ ​ ​

Note

  ​ ​ ​

2025

  ​ ​ ​

2026

(unaudited)

(unaudited)

Continuing operations

Revenue

 

14

 

33,455

 

23,949

Cost of revenue

 

(7,924)

 

(6,097)

Gross profit

 

25,531

 

17,852

Operating expenses

Research and development expenses

 

(7,968)

 

(3,102)

Sales and marketing expenses

 

(3,223)

 

(4,454)

General and administrative expenses

 

(14,279)

 

(12,453)

Total operating expenses

 

 

(25,470)

 

(20,009)

Operating income/(loss)

 

61

 

(2,157)

Finance income

 

 

92

 

200

Finance costs

 

 

(42)

 

(24)

Other gains, net

16

3,004

868

Realized fair value changes of digital assets

 

98

 

(97)

Realized fair value changes of digital assets on loan from related parties denominated in digital assets

 

Unrealized fair value changes of digital assets

(1,498)

98

Unrealized fair value changes of digital assets on loan from related parties denominated in digital assets

 

(1,065)

Profit/(loss) from continuing operations before share of loss from an equity investee and income tax expense

 

1,715

(2,177)

 

Share of losses from an equity investee

(24)

(20)

Income tax expense

18

 

(4)

(59)

Net income/(loss) from continuing operations

15

 

1,687

(2,256)

 

Discontinued operations

 

Net (loss)/profit from discontinued operations

(43)

22

Net profit/(loss)

1,644

(2,234)

Note:

Comparative figures for the six-month ended June 30, 2025 have been re-presented on a consistent basis to reflect the classification of discontinued operations.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F-4

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(US$’000, except share data and per share data, or otherwise noted)

  ​ ​ ​

For the six-month ended

June 30,

  ​ ​ ​

Note

  ​ ​ ​

2025

  ​ ​ ​

2026

(unaudited)

(unaudited)

Net profit/(loss)

 

1,644

 

(2,234)

Other comprehensive loss:

Item that may be reclassified subsequent to profit or loss:

 

Foreign currency translation adjustment

 

(115)

(419)

Total comprehensive income/(loss), net of tax US$nil

 

1,529

(2,653)

Total comprehensive income/(loss) attributable to:

 

Owners of Amber International Holding Limited

1,533

(2,653)

Non-controlling interest

 

(4)

1,529

(2,653)

Net profit/(loss) attributable to owners of Amber International Holding Limited from:

Continuing operations

1,687

(2,256)

Discontinued operations

(15)

22

1,672

(2,234)

Net profit/(loss) attributable to non-controlling interest from discontinued operations

(28)

1,644

(2,234)

Net profit/(loss) from continuing operations per ADS attributable to Amber International Holding Limited

- Basic

0.0212

(0.0240)

- Diluted

 

0.0212

(0.0240)

Net (loss)/profit from discontinued operations per ADS attributable to Amber International Holding Limited

 

- Basic

(0.0002)

0.0002

- Diluted

(0.0002)

0.0002

Weighted average number of ADS used in per ADS calculation:

- Basic

79,493,454

93,839,047

- Diluted

 

79,496,261

93,839,047

Note:

Certain amounts of other comprehensive loss differ from those previously reported in the earnings release furnished as Exhibit 99.1 to the Company’s Form 6-K dated September 3, 2026 (the “Prior 6-K”), principally due to foreign currency translation differences. The amount of the error being corrected is approximately US$1,296,000, which decreased other comprehensive losses for the six-month ended June 30, 2026 as previously reported. Such differences do not affect net loss, net loss per ADS, revenue or cash flows for the six-month ended June 30, 2026. The condensed consolidated interim financial statements furnished herewith supersede the corresponding information in the Prior 6-K.

The accompanying notes are an integral part of these condensed consolidated interim financial statements

F-5

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(US$’000, except share data and per share data, or otherwise noted)

Total Amber

International

Holding

Non-

Share

Share

Treasury

Accumulated

shareholders’

controlling

Total

  ​ ​ ​

capital

  ​ ​ ​

premium

  ​ ​ ​

shares

  ​ ​ ​

Reserves

  ​ ​ ​

losses

  ​ ​ ​

equity

  ​ ​ ​

interests

  ​ ​ ​

equity

Balance at January 1, 2025

1

13,499

53,175

(36,890)

29,785

29,785

Net income/(loss) for the period

 

1,672

1,672

(28)

1,644

Other comprehensive (loss)/income

 

(139)

(139)

24

(115)

Total comprehensive loss/(income) for the period

 

(139)

1,672

1,533

(4)

1,529

Waiver of related party balances

 

50

50

50

Transaction with owners in their capacity as owners:

 

Issuance of ordinary shares upon consummation of merger, net of issuance cost (Note (i))

407

59,548

(32)

59,923

59,923

Share-based compensation expense

 

8

8

8

 

407

59,548

(32)

8

59,931

59,931

 

Balance at June 30, 2025 (unaudited)

 

408

73,047

(32)

53,094

(35,218)

91,299

(4)

91,295

 

Balance at January 1, 2026

 

424

90,540

(903)

53,390

(33,139)

110,312

110,312

Net loss for the period

(2,234)

(2,234)

(2,234)

Other comprehensive loss

(419)

(419)

(419)

Total comprehensive loss for the period

(419)

(2,234)

(2,653)

(2,653)

Transaction with owners in their capacity as owners:

Share-based compensation expense

39

39

39

Repurchase of ordinary shares (Note (ii))

(4,877)

(4,877)

(4,877)

(4,877)

39

(4,838)

(4,838)

Balance at June 30, 2026 (unaudited)

424

90,540

(5,780)

53,010

(35,373)

102,821

102,821

Note:

(i)

Comparative figures for the six-month ended June 30, 2025 have been restated to reflect the finalization of the provisional accounting for the reverse acquisition of iClick Interactive Asia Group Limited completed in March 2025. The amount recognized for the issuance of ordinary shares upon consummation of the merger, net of issuance costs, has been adjusted accordingly.

(ii)

On November 26, 2025, board of directors of the Company approved and authorized to repurchase up to US$50 million of ADSs over a 12-month period commencing December 1, 2025. As of June 30, 2026, the Company had repurchased a total of 2,636,910 ADSs under this program for an aggregate consideration of approximately US$5.8 million

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F-6

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(US$’000, except share data and per share data, or otherwise noted)

For the six-month ended

June 30,

  ​ ​ ​

Note

  ​ ​ ​

2025

  ​ ​ ​

2026

(unaudited)

(unaudited)

Cash flows from operating activities

 

  ​

 

  ​

Profit/(loss) before income tax from:

 

Continuing operations

1,691

(2,197)

Discontinued operations

(43)

22

Adjustments for:

Depreciation of property, plant and equipment

 

15

 

2

31

Amortization of intangible assets

 

15

 

319

377

Amortization of right-of-use assets

15

 

300

404

Allowance for/(reversal of) credit losses on accounts receivable

 

162

(45)

Share-based compensation expenses

 

805

39

Fair value changes on financial asset at fair value through profits or loss

16

 

(911)

26

Share of losses from an equity investee

 

24

 

20

Realized fair value changes on digital assets

 

97

Realized fair value changes on amount due to related parties denominated in digital assets

(98)

Fair value changes on derivative contract

16

(1,250)

Unrealized fair value changes on digital assets

 

(98)

Unrealized fair value changes on amount due to related parties denominated in digital assets

 

1,498

1,065

Write off of other payables

16

(173)

Interest expense

 

61

24

Interest income

 

(99)

(200)

Net income received or settled in digital assets

 

(2,086)

 

(2,401)

Operating cash flows before working capital changes

 

375

 

(3,009)

Changes in working capital:

Trade and other receivables

 

276

4,341

Trade and other payables

 

(4,588)

(2,074)

Contract liabilities

 

878

(343)

Restricted cash

(55)

Crypto assets

3,209

8,956

Balances with related parties

 

(4,256)

(6,777)

Cash (used in)/generated from operating activities

 

(4,106)

1,039

Income tax refunded

 

9

Net cash (used in)/generated from operating activities

 

(4,097)

1,039

Cash flows from investing activities

Net cash acquired from business combination

 

18,249

Purchase of property, plant and equipment

(227)

Purchase of intangible assets

 

(92)

(151)

Purchase of financial assets at fair value through profits or loss

 

(1,086)

(100)

Disposal of financial assets at fair value through profits or loss

2,935

Disposal of crypto assets held

2,086

2,401

Interest received

 

99

200

Advance to related parties

 

(1,337)

Net cash generated from investing activities

 

17,919

5,058

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F-7

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(US$’000, except share data and per share data, or otherwise noted)

For the six-month ended

June 30,

  ​ ​ ​

Note

  ​ ​ ​

2025

  ​ ​ ​

2026

(unaudited)

(unaudited)

Cash flows from financing activities

Repayment of bank borrowings

 

(1,969)

 

Proceeds from bank borrowings

 

2,672

 

Proceeds from/(repayment to) related parties, net

 

2,471

 

(33)

Payment for principal and interest of lease liabilities

 

(383)

 

(512)

Repurchase of ordinary shares

(4,877)

Net cash generated from/(used in) financing activities

 

2,791

 

(5,422)

Net increase in cash and cash equivalents

 

16,613

 

675

Cash and cash equivalents at the beginning of period

 

9,326

 

29,895

Effect on exchange rate changes on cash and cash equivalents

 

(112)

 

(384)

Cash and cash equivalents at the end of period

5

 

25,827

 

30,186

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F-8

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(US$’000, except share data and per share data, or otherwise noted)

1.Organization and principal activities

Amber International Holding Limited (the “Company” or “Amber International”) is a Cayman Islands holding company with no operations of its own and conducts its business through its subsidiaries and its controlled structured entity (“Variable interest entity”, or “VIE”). Amber International, its subsidiaries and its VIE are collectively referred to as the Group.

Amber International was incorporated under the law of Cayman Islands as a limited company on February 3, 2010. The Group is principally engaged in the provision of digital assets platform, and provision of agentic services and solutions. The Company’s principal operations and geographic market are in Singapore and Hong Kong.

2.Basis of preparation

These condensed consolidated interim financial statements for the six-month ended June 30, 2026 have been prepared in accordance with International Accounting standard (“IAS”) 34, “Interim Financial Reporting” as issued by the IASB. The interim report does not include all of the notes normally included in the annual consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) Accounting Standards as issued by the International Accounting Standards Board (“IASB”). Accordingly, this report should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2025. The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, except for the adoption of new and amended IFRS as set out below.

(a)Amendments to standards and annual improvements adopted

IFRS 9 and IFRS 7        

  ​ ​ ​

Classification and Measurement of Financial Instruments and Contracts
Referencing Nature-dependent Electricity (amendments)

IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7

Annual Improvements to IFRS Accounting Standards — Volume 11

The adoption of the amendments to standards and annual improvements does not have material impact on the condensed consolidated interim financial statements of the Group.

(b)New standards and amendments to standards issued that are not yet effective

  ​ ​ ​

  ​ ​ ​

Effective for 
annual periods 
beginning on or
 after

IFRS 18

Presentation and Disclosure in Financial Statements

January 1, 2027

IFRS 19

Subsidiaries without Public Accountability: Disclosures

January 1, 2027

IAS 21

Translation to a Hyperinflationary Presentation Currency (amendments)

January 1, 2027

IFRS 20

Regulatory Assets and Regulatory Liabilities

January 1, 2029

IFRS 10 and IAS 28

Sale or Contribution of Assets between an Investor and its Associate or
Joint Venture (amendments)

To be determined

The Group is in the process of making an assessment of the impact of these new standards and amendments to standards upon initial application. The adoption of IFRS 18 will not affect the recognition or measurement of items in the condensed consolidated interim financial statements. It mainly has impacts on presentation and disclosure of income and expenses and adds new disclosure requirements on management—defined performance measures. Except for IFRS 18, none of these is expected to have significant impact on the Group in the current or future reporting periods and on foreseeable future transactions.

F-9

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(US$’000, except share data and per share data, or otherwise noted)

3.Estimates

The preparation of the condensed consolidated interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended December 31, 2025.

4.Financial risk management and financial instruments

4.1Financial risk factors

The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, digital asset price risk, risks associated with the storage and protection of digital assets and investment risk related to trading of digital assets), credit risk and liquidity risk.

The condensed consolidated interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s annual consolidated financial statements for the year ended December 31, 2025.

There has been no material change in our risk profile and management since year end.

4.2Fair value estimation

The carrying amounts of trade and other receivables, cash and cash equivalents, time deposits, restricted cash, trade and other payables, amounts with related parties and lease liabilities as at June 30, 2026 approximate their fair values.

The Group analyzes its financial assets and liabilities carried at fair values by level of the inputs to valuation techniques used to measure the fair values. Such inputs are categorized into three levels within a fair value hierarchy as follows:

Level 1: unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (that is, as prices) or indirectly (that is, derived from prices); and
Level 3: inputs for the assets or liabilities that are not based on observable market data (that is, unobservable inputs).

F-10

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(US$’000, except share data and per share data, or otherwise noted)

4.Financial instruments (Continued)

4.2Fair value estimation (Continued)

The following table sets forth the financial assets and liabilities, measured at fair value, by level within the fair value hierarchy as of December 31, 2025 and June 30, 2026.

Fair value of financial instruments using

Quoted prices in

Significant

active markets

observable inputs

Significant

for identical

other than quoted

unobservable

Total

instruments

prices

inputs

fair

  ​ ​ ​

(Level 1)

  ​ ​ ​

(Level 2)

  ​ ​ ​

(Level 3)

  ​ ​ ​

value

At December 31, 2025

Financial assets:

Financial assets at fair value through profits or loss

268

23,005

23,273

Crypto assets loan receivables

 

42,141

 

 

 

42,141

Derivative financial instruments

 

 

316

 

 

316

Collateral receivables

 

3,407

 

 

 

3,407

Amounts due from related parties

 

21,427

 

 

 

21,427

Digital assets

 

45,350

 

608

 

 

45,958

 

112,593

 

924

 

23,005

 

136,522

Financial liabilities:

 

  ​

 

  ​

 

  ​

 

  ​

Derivative financial instruments

 

 

316

 

 

316

Collateral payables

 

10,941

 

 

 

10,941

Liabilities due to customers

 

61,351

 

 

 

61,351

Amounts due to related parties

 

42,497

 

 

 

42,497

 

114,789

 

316

 

 

115,105

At June 30, 2026

 

  ​

 

  ​

 

  ​

 

  ​

Financial assets:

 

  ​

 

  ​

 

  ​

 

  ​

Financial assets at fair value through profits or loss

 

275

 

 

14,822

 

15,097

Crypto assets loan receivables

 

57,788

 

 

 

57,788

Collateral receivables

 

8,534

 

 

 

8,534

Amounts due from related parties

 

37,122

 

 

 

37,122

Digital assets

 

52,053

 

58

 

 

52,111

 

155,772

 

58

 

14,822

 

170,652

Financial liabilities:

 

  ​

 

  ​

 

  ​

 

  ​

Collateral payables

 

75,558

 

 

 

75,558

Liabilities due to customers

 

49,624

 

 

 

49,624

Amounts due to related parties

 

39,705

 

 

 

39,705

 

164,887

 

 

 

164,887

There were no transfers among the Levels 1, 2 and 3 during the six-month ended June 30, 2026. There were also no changes made to any of the valuation techniques applied as of December 31, 2025.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required for evaluating the fair value of a financial instrument are observable, the instrument is included in Level 2.

F-11

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(US$’000, except share data and per share data, or otherwise noted)

4.Financial instruments (Continued)

4.2Fair value estimation (Continued)

If one or more of the significant inputs are not based on observable market data, the instrument is included in Level 3. Specific valuation techniques used to value financial instruments mainly include:

(i)the use of net assets value as reported by the external fund administrators without adjustment;
(ii)the use of quoted market prices for similar instruments;
(iii)other techniques, including market approach, are used to determine fair value for financial instruments.

The Level 3 instruments mainly include unlisted equity investments. As these investments are not traded in an active market, their fair values are determined using the market approach, which requires significant judgment, assumptions and inputs, including risk-free rates, discount for lack of marketability (“DLOM”), enterprise value-to-sales multiple, relevant underlying financial projections, and market information of recent transactions (such as recent fund raising transactions undertaken by the investees) and other exposure, etc.

The following table presents the changes and movement of financial instruments in Level 3 for the six-month ended June 30, 2025 and 2026:

  ​ ​ ​

Fund

  ​ ​ ​

Unlisted equity

  ​ ​ ​

  ​ ​ ​

investments

investments  

Total

At January 1, 2025

 

264

 

 

264

Business combination – merger transaction

 

5,846

 

 

5,846

Additions during the period

 

 

1,000

 

1,000

Fair value changes

 

(237)

 

 

(237)

At June 30, 2025

 

5,873

 

1,000

 

6,873

At January 1, 2026

 

22,005

 

1,000

 

23,005

Additions during the period

 

100

 

 

100

Disposals during the period

 

(2,935)

 

 

(2,935)

Transfer to a related party (Note)

 

(4,246)

 

 

(4,246)

Fair value changes

 

(1,102)

 

 

(1,102)

At June 30, 2026

 

13,822

 

1,000

 

14,822

Note:

In June 2026, the Group transferred its 100% holdings in a fund investment for a cash consideration of approximately US$4 million to a related entity as part of an internal restructuring. Amount was settled subsequently in July 2026.

F-12

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(US$’000, except share data and per share data, or otherwise noted)

5.Cash and cash equivalents and restricted cash

  ​ ​ ​

As of

  ​ ​ ​

As of

December 31,

June 30,

2025

2026

(audited)

(unaudited)

Cash at bank

 

24,641

 

26,372

Short-term bank deposits

 

5,254

 

3,814

Time deposits with maturities over three months

 

836

 

836

Restricted cash

 

3,171

 

3,226

 

33,902

 

34,248

Cash and cash equivalents, time deposits and restricted cash as of December 31, 2025 and June 30, 2026 primarily consist of the following currencies:

  ​ ​ ​

As of

  ​ ​ ​

As of

December 31,

June 30,

2025

2026

(audited)

(unaudited)

US$

 

26,584

 

25,869

Renminbi (“RMB”)

 

1,503

 

1,323

Singapore dollar (“SGD”)

 

821

 

1,010

Hong Kong dollar (“HK$”)

 

3,613

 

4,736

United Arab Emirates dirhams (“AED”)

 

879

 

848

Japanese Yen (“JPY”)

 

162

 

183

Others

 

340

 

279

 

33,902

 

34,248

6.Digital assets

  ​ ​ ​

As of

  ​ ​ ​

As of

December 31,

June 30,

2025

2026

(audited)

(unaudited)

Digital assets held on exchange institution

 

45,958

 

52,111

The following table sets forth the fair values of digital assets held by the Group as of the end of the reporting periods:

  ​ ​ ​

As of

  ​ ​ ​

As of

December 31,

June 30,

2025

2026

(audited)

(unaudited)

Bitcoin (“BTC”)

 

7,883

 

20,447

Ethereum (“ETH”)

 

5,937

 

3,812

USD Tether (“USDT”)

 

19,081

 

7,933

USD Coin (“USDC”)

 

12,449

 

17,882

Others (Note)

 

608

 

2,037

 

45,958

 

52,111

Note:

Others mainly consist of “USDG”, “XRP”, “ADA”, “BCH”, “DOT”, “BNB”, “TRX” and “SOL”, no other crypto asset individually representing more than 5% of the total digital assets.

F-13

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(US$’000, except share data and per share data, or otherwise noted)

7.Trade and other receivables, net

  ​ ​ ​

As of

  ​ ​ ​

As of

December 31,

June 30,

2025

2026

(audited)

(unaudited)

Trade receivables, gross

 

7,345

 

6,270

Less: allowance for credit losses

 

(1,855)

 

(1,796)

Trade receivables, net

 

5,490

 

4,474

Rebate receivables

 

436

 

216

Deposits

 

1,121

 

1,222

Loans receivable

 

3,858

 

Interest receivables

 

127

 

328

Others

 

166

 

167

Sub-total

 

11,198

 

6,407

Prepaid media costs

4,363

4,522

Prepayments

1,458

1,660

VAT and other tax recoverable

101

185

Total trade and other receivables

17,120

12,774

Less: non-current rental deposits

 

(495)

 

(528)

 

16,625

 

12,246

Trade receivables are non-interest bearing and are generally on 30-90 days (December 31, 2025:same) credit terms.

8.Collateral receivables and collateral payables

The Company offers structured cryptocurrency derivative arrangements to customers, comprising:

(i)Accumulator and Decumulator (“AQDQ”) – Structured derivative contracts that allow customers to systematically buy (accumulate) or sell (decumulate) specified cryptocurrencies at predetermined strike prices over a set period; and
(ii)Fixed Coupon Notes (“FCN”) – Yield-enhancing structured investments offering fixed periodic coupon payments with embedded options. FCN structures (including bullish, bearish, capped-loss, and worst-of variants) feature early redemption mechanisms upon specified knock-out events and may settle via cash or physical delivery of the underlying digital assets at maturity, subject to strike price performance and defined loss-limit parameters.

In order to mitigate market and credit exposures, these structured products involve bilateral collateral and back-to-back hedging arrangements. The structural difference in margin terms, where the Group collects higher initial collateral from customers (collateral payables) than it is required to post to institutional hedging counterparties (collateral receivables), results in collateral payables significantly exceeding collateral receivables.

Both receivables and payables are measured at fair value. The Group maintains operational control over custodial assets but does not assume ownership.

F-14

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(US$’000, except share data and per share data, or otherwise noted)

8.Collateral receivables and collateral payables (Continued)

The following table sets forth the fair values of collateral receivables and payables as of the end of the financial periods:

Collateral receivables

  ​ ​ ​

As of

  ​ ​ ​

As of

December 31,

June 30,

2025

2026

(audited)

(unaudited)

BTC

 

 

4,065

ETH

124

USDC

 

2,936

 

3,970

USDT

 

347

 

499

 

3,407

 

8,534

Collateral payables

  ​ ​ ​

As of

  ​ ​ ​

As of

December 31,

June 30,

2025

2026

(audited)

(unaudited)

BTC

 

 

30,875

ETH

1,487

2,354

USDC

 

7,164

 

25,027

USDT

 

2,290

 

17,302

 

10,941

 

75,558

9.Financial assets at fair value through profits or loss

  ​ ​ ​

As of

  ​ ​ ​

As of

December 31,

June 30,

2025

2026

(audited)

(unaudited)

Non-current assets

 

  ​

 

  ​

Unlisted equity investments

 

1,000

 

1,000

Fund investments

 

189

 

450

 

1,189

 

1,450

Current assets

 

  ​

 

  ​

Fund investments

 

21,816

 

13,372

Hong Kong listed equity securities

 

268

 

275

 

22,084

 

13,647

 

23,273

 

15,097

10.Crypto assets loan receivables

  ​ ​ ​

As of

  ​ ​ ​

As of

December 31,

June 30,

2025

2026

(audited)

(unaudited)

Gross balance

 

42,057

 

59,650

Fair value changes

 

84

 

(1,862)

Less: allowance of credit losses

 

 

Net carrying amount

 

42,141

 

57,788

F-15

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(US$’000, except share data and per share data, or otherwise noted)

10.Crypto assets loan receivables (Continued)

Crypto assets loan receivables are denominated in the following cryptocurrencies:

  ​ ​ ​

As of

  ​ ​ ​

As of

December 31,

June 30,

2025

2026

(audited)

(unaudited)

BTC

 

10,940

 

18,162

ETH

 

8,562

 

5,421

USDS (Note)

 

6,896

 

2,323

USDC

 

6,412

 

13,848

USDT

 

9,331

 

18,034

 

42,141

 

57,788

Note:

USDS is a cryptographic blockchain-based digital information unit token issued by the Group and only used in Group’s platform. Each USDS is equivalent to US$1.

11.Intangible assets and goodwill

  ​ ​ ​

Computer

  ​ ​ ​

  ​ ​ ​

Brand

  ​ ​ ​

Customer

  ​ ​ ​

  ​ ​ ​

software

Trademark

name

relationship

Goodwill

Total

For the six-month ended June 30, 2025

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

At beginning of the period

 

160

16,735

16,895

Business combination – merger transaction

 

87

2,060

1,100

36,401

39,648

Additions

 

92

92

Amortization

 

(104)

(150)

(65)

(319)

At end of the period (unaudited)

 

235

1,910

1,035

53,136

56,316

 

For the six-month ended June 30, 2026

At beginning of the period

 

372

1,652

925

53,136

56,085

Additions

 

151

151

Amortization

 

(9)

(258)

(110)

(377)

Currency exchange difference

 

(3)

(3)

At end of the period (unaudited)

 

511

1,394

815

53,136

55,856

12.Trade and other payables

  ​ ​ ​

As of

  ​ ​ ​

As of

December 31,

June 30,

2025

2026

(audited)

(unaudited)

Current

Trade payables

 

3,080

3,190

Other payables

 

1,698

1,474

VAT and other taxes payables

 

19

Security deposit received from customers

 

279

180

Accrued employee benefits

 

5,296

4,190

Accrued professional fees

 

2,883

1,995

Accrued expenses

 

172

163

 

13,427

11,192

Non-current

Accrued liabilities

47

47

F-16

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(US$’000, except share data and per share data, or otherwise noted)

13.Liabilities due to customers

  ​ ​ ​

As of

  ​ ​ ​

As of

December 31,

June 30,

2025

2026

(audited)

(unaudited)

Structured products

 

44,797

34,683

Fund investments

 

16,133

14,667

Accrued interest

421

274

 

61,351

49,624

Liabilities due to customers mainly related to proceeds received from customers who purchased cryptocurrency-denominated products, which represent fixed/variable interest cryptocurrency deposited on the “Amber Premium SG” platform operated by the Group.

These deposits are not protected by any insurance and are unsecured. The cryptocurrency-denominated products are structured products, which consist of (i) structured products without option element, and (ii) structured products with option element.

In addition to the cryptocurrency-denominated products described above, liabilities due to customers also include funds deposited by customers for which the Group acts as a nominee in making fund investments on behalf of its customers. Although the Group acts in a nominee capacity, management has determined that the Group controls the related fund investments as they are held in the name of the Group. These investments are presented as “Fund Investments” in Note 9 and are measured at fair value through profit or loss. The investment term does not exceed one year. Correspondingly, these customer liabilities have been designated at fair value through profit or loss, with changes in fair value recognized in profit or loss to eliminate an accounting mismatch that would otherwise arise from measuring the related fund investments at fair value.

14.Segment information

The chief operating decision-maker (“CODM”) regularly reviews financial results, allocates resources to and assesses the performance of each of the following reportable segments:

(i) Digital Assets Services and Solutions — development of digital asset platform and provision of digital asset service and solutions.

(ii) Marketing and Enterprise Solutions — provision of AI-driven online advertising services and provision of digitalized operational solutions.

To align with the Company’s latest business strategy and focus on the on-going AI adoption, the Company introduced a new revenue grouping, Agentic Revenue, comprising the new revenue stream through Agentic Market Making (“A-MM”) and the existing revenues generated from Marketing and Enterprise Solutions (formerly known as Online Advertising and SaaS Solutions) segment to better reflect the evolution of its AI-enabled business model.

F-17

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(US$’000, except share data and per share data, or otherwise noted)

14.Segment information (Continued)

The presentation of reportable operating segments has been revised, and accordingly the comparative figures of such reportable segments have been restated, as the management believes that the information regarding such restated segments would be useful to the users of these condensed consolidated interim financial statements.

Unaudited

  ​ ​ ​

For the six-month ended June 30, 2026

Digital Assets

Marketing and

Services

Enterprise

  ​ ​ ​

and Solutions

  ​ ​ ​

Solutions

  ​ ​ ​

Unallocated

  ​ ​ ​

Total

Digital assets platform revenue:

  ​

  ​

  ​

  ​

Wealth management solutions

9,569

9,569

Execution solutions

 

1,596

 

 

 

1,596

Payment solutions

 

1,090

 

 

 

1,090

 

12,255

 

 

12,255

Agentic revenue

 

3,525

 

8,169

 

 

11,694

Total segment revenues

 

15,780

 

8,169

 

 

23,949

Segment operating loss

 

(658)

 

(379)

 

(1,120)

 

(2,157)

Other profit or loss information:

 

  ​

 

  ​

 

  ​

 

  ​

Depreciation and amortization

 

(154)

 

(658)

 

 

(812)

Finance income

 

85

 

115

 

 

200

Finance costs

 

(8)

 

(16)

 

 

(24)

Income tax expense

 

 

(59)

 

 

(59)

Share of losses from an equity investee

 

 

(20)

 

 

(20)

  ​ ​ ​

Unaudited

  ​ ​ ​

For the six-month ended June 30, 2025

Digital Assets

Marketing and

Services

Enterprise

  ​ ​ ​

and Solutions

  ​ ​ ​

Solutions

  ​ ​ ​

Unallocated

  ​ ​ ​

Total

Digital assets platform revenue:

  ​

  ​

  ​

  ​

Wealth management solutions

21,462

21,462

Execution solutions

4,684

4,684

Payment solutions

 

1,655

 

 

 

1,655

 

27,801

 

 

 

27,801

Agentic revenue

 

 

5,654

 

 

5,654

Total segment revenues

 

27,801

 

5,654

 

 

33,455

Segment operating profit/(loss)

 

3,967

 

(93)

 

(3,813)

 

61

Other profit or loss information:

 

  ​

 

  ​

 

  ​

 

  ​

Depreciation and amortization

 

(229)

 

(392)

 

 

(621)

Finance income

 

60

 

32

 

 

92

Finance costs

 

(12)

 

(30)

 

 

(42)

Income tax expense

 

 

(4)

 

 

(4)

Share of losses from an equity investee

 

 

(24)

 

 

(24)

F-18

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(US$’000, except share data and per share data, or otherwise noted)

14.Segment information (Continued)

The following table breaks down revenue by geographic location of the Group’s revenue. The geographical location is based on the geographical location where customers are located.

  ​ ​ ​

For the six-month ended

  ​ ​ ​

June 30,

  ​ ​ ​

2025

  ​ ​ ​

2026

(unaudited)

(unaudited)

Asia

6,715

11,321

North America

 

12,065

 

12,070

Africa

 

14,639

 

29

Europe

 

27

 

519

Others

 

9

 

10

 

33,455

 

23,949

  ​ ​ ​

As of

  ​ ​ ​

As of

December 31,

June 30,

  ​ ​ ​

2025

  ​ ​ ​

2026

Segment assets

  ​

  ​

Digital Assets Services and Solution

 

167,574

 

215,053

Marketing and Enterprise Solutions

 

75,267

 

69,877

Total segment assets

 

242,841

 

284,930

Intersegment eliminations

 

(6,087)

 

(3,206)

Discontinued operations

 

17

 

10

Unallocated items

 

19,608

 

16,314

Total assets as per the condensed consolidated statement of financial position

 

256,379

 

298,048

Segment liabilities

 

  ​

 

  ​

Digital Assets Services and Solution

 

132,379

 

180,329

Marketing and Enterprise Solutions

 

17,996

 

16,235

Total segment liabilities

 

150,375

 

196,564

Intersegment eliminations

 

(6,085)

 

(3,206)

Discontinued operations

 

1,277

 

1,265

Unallocated items

 

500

 

604

Total liabilities as per the condensed consolidated statement of financial position

 

146,067

 

195,227

F-19

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(US$’000, except share data and per share data, or otherwise noted)

15.Profit/(loss) for the period

  ​ ​ ​

For the six-month ended

June 30,

  ​ ​ ​

2025

  ​ ​ ​

2026

(unaudited)

(unaudited)

Staff costs

 

12,325

13,205

Technology expenses

 

7,577

2,886

Legal and professional fees

 

3,526

1,813

Business development expenses

 

397

239

Depreciation of plant and equipment

 

2

31

Amortization of intangible assets

 

319

377

Depreciation of right-of-use assets

 

300

404

Advertising expenses

 

311

76

16.Other gains, net

  ​ ​ ​

For the six-month ended

June 30,

  ​ ​ ​

2025

  ​ ​ ​

2026

(unaudited)

(unaudited)

Foreign currency exchange difference, net

 

250

349

Government grants

 

182

36

Service income

 

74

134

Fair value changes on financial assets at fair value through profit or loss

 

911

(26)

Fair value change on derivative contracts

 

1,250

Dividend income

329

ADR reimbursement from depositary bank

192

Write off of other payables

173

Others

 

8

10

 

3,004

868

17.Dividend

No interim dividend in respect of the six-month ended June 30, 2025 and 2026 has been declared as of the date of this report.

F-20

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(US$’000, except share data and per share data, or otherwise noted)

18.Income tax expenses

Taxation on profits has been calculated on the estimated assessable profits for the period at the rates of taxation prevailing in the countries in which the Group operates respectively.

Singapore

Under the current Inland Revenue Authority of Singapore, the Company’s subsidiary incorporated in Singapore is subject to a statutory tax rate of 17% (2025: 17%).

Hong Kong

Under the current Hong Kong Inland Revenue Ordinance, the Company’s subsidiary incorporated in Hong Kong is subject to 16.5% income tax on their taxable income generated from operations in Hong Kong before April 1, 2018. Starting from the financial year commencing on April 1, 2018, the two-tiered profits tax regime took effect, under which the tax rate is 8.25% for assessable profits on the first HK$2 million and 16.5% for any assessable profits in excess of HK$2 million.

Dubai

Under the current Dubai Ministry of Finance, the Company’s subsidiary incorporated in Dubai is subject to UAE corporate tax on their taxable income generated from operations in Dubai. As per Ministry of Finance, corporate rates are 0% for taxable income up to AED375,000 and 9% for taxable income above AED375,000.

PRC Enterprise Income Tax (“EIT”)

The Company’s subsidiary, VIE and VIE’s subsidiaries in the PRC are governed by the Enterprise Income Tax Law (“EIT Law”). Pursuant to the EIT Law and its implementation rules, enterprises in the PRC are generally subjected to tax at a statutory rate of 25%.

Cayman Islands and British Virgin Islands

Under the current tax laws of Cayman Islands, Amber International and its subsidiaries are not subject to tax on income or capital gains. Besides, upon payment of dividends by Amber International to its shareholders, no Cayman Islands withholding tax will be imposed.

Amber International’s subsidiaries incorporated in the British Virgin Islands are not subject to income or capital gains taxes, estate duty, inheritance tax or gift tax. In addition, payment of dividends to the shareholders of Amber International’s subsidiaries in the British Virgin Islands are not subject to withholding tax in the British Virgin Islands.

F-21

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(US$’000, except share data and per share data, or otherwise noted)

19.Significant related party transactions

(a)Related party transactions

On June 1, 2026, Amber Global Limited (“AGL”), a former principal shareholder of the Company, distributed all of its holdings of the Company’s Class A ordinary shares to its existing shareholders on a pro rata basis. The share distribution does not involve the issuance of any new shares and is not dilutive to other shareholders.

In addition to the related party information disclosed elsewhere in the condensed consolidated interim financial statements, the following transactions with related parties took place at terms agreed between the parties during the financial periods:

  ​ ​ ​

For the six-month ended

  ​ ​ ​

June 30,

  ​ ​ ​

2025

  ​ ​ ​

2026

Revenue generated from:

  ​

  ​

WhaleFin Technologies Limited

 

15,074

 

Lead Accelerating Limited

 

7,296

 

4,199

AG Global Technology Limited Inc.

 

 

5,396

Proton Fund SPC

 

3,163

 

2,198

Axiom AI Limited

 

758

 

3

Rigsec Technology Holding Limited

 

62

 

4

Gamma Digital Limited

 

3

 

3

Cost of revenue to:

 

  ​

 

  ​

Lead Accelerating Limited

 

8

 

48

Amber ALIR Holding Limited

 

 

11

WhaleFin Technologies Limited

 

3,278

 

AG Global Technology Limited Inc.

 

 

1,779

Service income from:

 

  ​

 

  ​

Amber Technologies Service Pte. Ltd.

 

25

 

77

WhaleFin Markets Limited

 

49

 

71

Axiom AI Limited

 

 

49

AAC Global Holding Limited

 

 

48

Amber ALIR Holding Limited

 

 

6

Outsourcing/support services provided by:

 

  ​

 

  ​

Amber Technologies North America Ltd

 

 

665

Amber AI Limited

 

 

859

Amber AI Services Limited

 

 

1,482

Amber AM Limited

 

 

75

Service fee to:

 

  ​

 

  ​

Rigsec Technology Limited

 

 

180

F-22

Table of Contents

AMBER INTERNATIONAL HOLDING LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(US$’000, except share data and per share data, or otherwise noted)

19.Significant related party transactions (Continued)

(b)Key management compensation

  ​ ​ ​

For the six-month ended

June 30,

  ​ ​ ​

2025

  ​ ​ ​

2026

Fees

Salaries, bonus and allowances

 

227

 

995

Defined contribution retirement schemes

 

4

 

3

Share-based compensation expenses

 

 

 

231

 

998

20.Commitments and contingencies

(a)

Litigation

In the ordinary course of the business, the Company is subject to periodic legal or administrative proceedings. As of June 30, 2026, the Company is not a party to any legal or administrative proceedings which will have a material adverse effect on the Company’s business, financial position, results of operations and cash flows.

(b)

Capital commitments

As of June 30, 2025 and 2026, the Company had no capital commitments.

21.Subsequent events

Except as disclosed above, the Company evaluated subsequent events from June 30, 2026 through the date when the condensed consolidated interim financial statements were issued, and concluded that no other subsequent events have occurred that would require recognition or disclose in the condensed consolidated interim financial statements.

F-23

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provide information that management believes is relevant to an assessment and understanding of our results of operations and financial condition. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with (i) our unaudited condensed consolidated statements of financial position as of June 30, 2026, unaudited condensed consolidated statements of profit or loss, comprehensive income/(loss), changes in shareholders’ equity and cash flows for the six months ended June 30, 2025 and June 30, 2026, and notes to the unaudited condensed consolidated financial statements thereto included elsewhere in this Form 6-K, and (ii) the information contained in our annual report on Form 20-F for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission on May 13, 2026 (the “Form 20-F”), including the audited consolidated financial statements and the accompanying notes included therein, and the information under “Item 5. Operating and Financial Review and Prospects” in the Form 20-F.

Forward Looking Statements

This Form 6-K may contain forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended) that relate to our current expectations and views of future events. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995.

You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

our mission, goals and strategies;

our business transformation into an agentic AI company;

our future business development, financial condition and results of operations;

the expected growth of our industry;

our expectations regarding demand for and market acceptance of our products, services and solutions;

competition in our industry;

our ability to successfully remediate the material weaknesses in our internal control over financial reporting;

relevant government policies and regulations relating to our business and industry;

our crypto reserve strategy;

general economic and business conditions globally and in jurisdictions where we operate;

assumptions underlying or related to any of the foregoing; and

the other risks and uncertainties described under “Item 3. Key Information — D. Risk Factors” in the Form 20-F.

You should read this Form 6-K and the documents that we refer to in this Form 6-K completely and with the understanding that our actual future results may be materially different from what we expect. Other sections of this Form 6-K discuss factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.


You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this Form 6-K relate only to events or information as of the date on which the statements are made in this Form 6-K. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Form 6-K. The principal risks, uncertainties and other important factors that have affected or may affect our business and that have caused or could cause our actual results to differ materially include the following, as well as the other risks detailed in the “Risk Factors” section contained in the Form 20-F. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Business Overview

With respect to our agentic business:

We are an agentic AI company dedicated to building specialized AI agents for finance, enterprise, and growth — domains where the stakes are high and trust matters most. We combine AI technology with deep expertise in financial markets, real-world workflows, and trusted infrastructure.

Software engineering has been an early proving ground for agentic AI, showing how AI models can move beyond generating answers to completing tasks when connected to the right tools, context, data, and permissions. Applying this model to other domains is more complex, particularly in areas such as finance and marketing, where agents need to operate within domain-specific data, applicable constraints, established workflows, and risk parameters. We seek to address this challenge by developing AI agents purpose-built for these domains. Our current agentic offerings include:

Ambre

AI agent for personal finance – Users can explore their financial information in natural language, with Ambre delivering insights grounded in their actual holdings and interests alongside relevant market intelligence. Ambre analyzes portfolios across accounts and asset classes, monitors relevant developments and conditions, and alerts users to developments that affect their holdings. It works across users’ existing exchange and brokerage accounts and does not require users to move assets. Ambre does not place orders; when a user decides to act, they are connected to our expert team. Ambre is available by invitation, starting with the verified clients of Amber Premium, our existing digital asset wealth management platform.

MIA

Marketing AI agent – It connects market intelligence, content production, and distribution into a single workflow. It continuously monitors brands, competitors, market signals, social channels, news, and AI search results to identify relevant opportunities and risks. It then helps teams turn insights into actionable marketing outputs — from research and strategic planning to content development, response planning, and distribution — with review and approval steps keeping users in control.

A-MM

Agentic Market Making (“A-MM”) – It is an agent-native liquidity operations system and designated market-making infrastructure platform designed for token projects. It unifies execution workflows, infrastructure, and transparency into a single, agent-orchestrated layer, supported by real-time performance and risk reporting. A-MM is designed to work alongside traditional market makers rather than replace them, with the goal of improving efficiency, transparency, and scalability.

Agentic revenue for the six months ended June 30, 2026 was generated from (i) A-MM, which began contributing revenue in the second quarter of 2026, and (ii) marketing and enterprise solutions, which contributed revenue throughout the period. Ambre and MIA were introduced after period-end and did not contribute to revenue for the six months ended June 30, 2026.

2


With respect to our digital assets platform business:

We operate a leading digital asset wealth management platform that serves as an institutional gateway to crypto finance, providing market access, execution infrastructure, and investment solutions for institutional investors and high-net-worth individuals (HNWIs).

As institutions and HNWIs increasingly explore opportunities in the digital asset sector, their initial participation is often through familiar traditional financial instruments, such as exchange-traded funds (ETFs) and direct exposure to Bitcoin. As their engagement deepens, these investors increasingly recognize that the digital asset landscape encompasses a broader range of opportunities, including blockchain-based innovations, decentralized finance (DeFi) applications, and tokenized financial products. We seek to address these evolving needs by offering institutional-grade execution services, a comprehensive suite of investment products, and integrated crypto payment solutions that extend beyond traditional financial (TradFi) instruments. Leveraging our market expertise, proprietary technologies, and institutional-level risk management practices, we enable clients to effectively navigate the complexities of the digital asset ecosystem, optimize portfolio strategies, and identify new opportunities for growth within this emerging asset class.

By seamlessly merging traditional finance and decentralized finance, we provide the following major products to meet our clients’ evolving needs:

Comprehensive Wealth Management Solutions

Structured Investment Products – We offer a range of products with option structures, including dual cryptocurrency instruments and accumulator/decumulator products, which are designed to support systematic asset accumulation and manage exposure in a risk-adjusted manner.

Yield & DeFi Solutions – We offer earn programs, staking rewards, and DeFi yield-related products, which are structured to enhance capital efficiency while maintaining effective risk management.

Collateralized Lending – We offer crypto-backed financing solutions that allow clients to obtain liquidity against their digital asset holdings. These services include configurable loan terms and automated position monitoring mechanisms designed to reduce the risk of forced liquidation.

Full-Stack Execution Solutions

Our execution solutions provide direct access to over 2,000 trading pairs across more than 100 centralized exchanges (CEXs), decentralized exchanges (DEXs), and over-the-counter (OTC) markets. The platform’s connectivity to a broad network of liquidity sources enables trade execution across a wide range of digital assets.

Automated Execution – Our execution services are backed by a high-performance trading infrastructure, supporting automated strategies and advanced order execution methods, such as Volume Weighted Average Price (VWAP) and Time Weighted Average Price (TWAP), and Iceberg strategies for optimized trading.

OTC Trading – We offer over-the-counter trading solutions through a 24/7 institutional OTC desk to facilitate large-order execution through bilateral transactions. The solutions are tailored to institutional clients and are designed to minimize market impact.

Seamless Crypto Payment Solutions

Fiat On/Off-Ramp – We provide crypto-to-fiat and fiat-to-crypto conversion services through regulated channels, enabling clients to transact between digital assets and traditional currencies in a secure and compliant manner.

Amber Premium Crypto Card – Amber Premium Crypto Card is a virtual payment solution designed to seamlessly integrate digital assets with traditional financial systems. This card enables users to directly spend a broad range of cryptocurrencies — including yield-generating digital assets — at merchants worldwide, with real-time transaction settlement. The Amber Premium Crypto Card aims to enhance the utility of digital assets by facilitating instantaneous and secure payments across the global merchant network.

3


Key Factors Affecting Our Results of Operations

We believe the key factors affecting our financial condition and results of operations include the following:

With respect to our agentic business:

Client acquisition, retention and expansion

Our future growth depends in part on our ability to attract clients to our specialized AI agents or systems, which combine AI technology with domain expertise, data, and real-world workflows for specific use cases to support clients’ loyalty, retention and increased activity with our offerings. The markets for certain of our offerings remain relatively new, and it is uncertain whether our efforts and related investments will ever result in significant profits. In addition, if we are unable to develop enhancements and new features for our existing offerings that keep pace with rapid technological developments, our business could be impacted. The success of our development, and implementation of new features and services depends on several factors, including the timely completion, introduction and market acceptance of the feature, service or enhancement, as well as our ability to integrate all of our offerings and develop adequate selling capabilities in this new market. Failure in this regard may significantly impair our revenue growth as well as negatively impact our operating results if additional costs are not offset by additional revenues.

Offering and service enhancement

We intend to continue investing in the capabilities of our offerings to provide more value for our clients to address new market opportunities, and ensure scalability and reliability as adoption increases. Additional agents and the financial framework for the transition are expected to be presented at an Investor Day, which we currently expect before year-end. Those agents are expected to be designed around specific use cases and end-to-end workflows to help clients evaluate opportunities, generate insights for decision-making, and organize workflows from intent to action. Our performance is significantly dependent on our ability to strengthen AI capabilities, innovate technologies, and extend our specialized AI agents and operating systems to capitalize on more growth opportunities. We plan to continue collaborating with clients and AI-native builders with practitioners who have deep experience in financial markets and operating real-world businesses to advance our AI capabilities with data, domain context, operational infrastructure, and workflows to build agents for consequential use cases. We also plan to continue investing in our AI technologies and upgrading our technology infrastructure.

Regulatory and Compliance

Our operations are subject to evolving regulation in areas such as data protection and AI usage. While we are committed to designing offerings that adhere to legal requirements, changes in these requirements could affect our costs, timing of deployments, or clients’ adoption.

With respect to our digital assets platform business:

Market Demand for Digital Asset Management Products

The market demand for digital asset management products is affected by a variety of factors related to market conditions and overall sentiment towards digital assets. Developments within the onchain economy—such as regulatory changes, technological advancements, or notable actions by major companies—can rapidly alter perceptions and adoption rates. For instance, if leading firms successfully implement fiat on/off ramp services or enhance OTC trading and execution capabilities, this could bolster confidence in digital assets as viable mediums of exchange or stores of value. While occasional challenges like security concerns or regulatory adjustments may arise, they are part of the dynamic landscape influencing user and investor confidence, affecting clients’ demand for these products. Additionally, evolving social media trends and market speculation may sway consumer preferences, impacting which digital assets are perceived as valuable.

Moreover, the ability of digital assets to meet user demands and provide tangible utility is crucial. As consumers seek products that integrate seamlessly into their financial lives, the functionality of digital assets and their ecosystems becomes paramount. These economic fluctuations can further influence these trends, reducing purchasing power and investment willingness at times. On the other hand, they also present opportunities for innovation and adaptability. This interplay of market sentiment, functionality, regulatory landscape, and economic conditions creates a dynamic environment for demand, driving the need for agility and innovation in responding to evolving consumer needs and perceptions in the onchain economy.

4


Price of Digital Assets and Transaction Volume

We earn conversion fees when clients transfer or withdraw funds and/or digital assets from our platform, and perform conversion between fiat currencies and digital assets. We also earn finance income mainly from premiums earned on structured products as well as interest earned from digital asset lending arrangements. Depending on product type, we either charge a flat fee or a percentage of the value of each transaction. Therefore, our operating results are dependent on the prices of digital assets, transaction volumes, and market liquidity for digital assets.

In addition, in May 2025, we announced the crypto reserve plan of up to US$100 million. The reserve strategy will initially focus on high-conviction digital assets, such as Binance Coin (BNB), Solana (SOL), Sui (SUI), Ripple (XRP), Bitcoin (BTC), and Ethereum (ETH) — with flexibility to expand into other ecosystem-aligned tokens as well as allocate funds for stablecoins such as World Liberty Financial USD (USD1). As a result, our financial conditions and results of operation are affected by the fluctuations in the market price of these digital assets and any associated unrealized gains or losses. Such gains or losses may be recognized in our financial statements as a result of changes in the market price of these digital assets relative to the carrying values recorded on our balance sheets.

Effectiveness of Innovative “1+N” Premium Servicing Model and Client Support and Servicing Capabilities

Central to our offering is the innovative “1+N” premium service model. This client-first approach pairs each client with a dedicated relationship manager (the “1”) supported by a team of domain experts (the “N”), delivering tailored services across the entire digital asset wealth management lifecycle, including fiat on/off ramp services, OTC trading and execution services, standard earn/structured products and DeFi yield-enhanced products. The effectiveness of the “1+N” model may be affected during periods of market volatility, where rapid decisions and responses are crucial, potentially impacting the quality of client engagement and service delivery. This model also requires seamless collaboration between the relationship manager and experts. In addition, our ability to cross-sell our products (e.g., transitioning clients from OTC trading to structured products) could materially affect our results of operations.

Ability to Competitively Price Products and Services

Our operating results depend on our ability to competitively price our products and services. Similar to the industry peers, as the industry evolves, we anticipate some fee pressure. Our strategy is to maintain our position as a trusted brand while developing new products and services to enhance our customer value proposition and offset the effects of any future fee pressure. Maintaining and growing client trust in our brand is critical. In addition, our ability to capture value through the development of new and existing products and services may also affect our operating results and financial condition.

Regulatory Environment

The regulatory environment for digital assets is complex and evolving, presenting both challenges and opportunities that could affect our financial performance. While we are committed to designing products and services that adhere to legal requirements, changes in laws and regulations may influence our ability to onboard customers and offer products across various regions.

In addition, our financial prospects and growth depend significantly on our ability to continue to operate in compliance with these regulations. We design our products and services to ensure legal compliance. We maintain operations and hold licenses in multiple jurisdictions, each subject to its own legal framework. We expect to continue to invest significant resources to comply with these regulatory requirements.

Key Components of Results of Operations

Revenue

We generate revenue from digital assets platform and agentic business.

Our revenue from digital assets platform includes wealth management solutions revenue, execution solutions revenue and payment solutions revenue. Wealth management solutions revenue is mainly generated from finance income and premiums earned on structured products and agency fees. Execution solutions revenue mainly includes the transaction fees from execution services. Payment solutions revenue is generated from the conversion fee of our fiat on/off-ramp services.

Our agentic business derives revenue from two sources: (i) A-MM, and (ii) marketing and enterprise solutions, comprising online marketing, SaaS products and services under our evolving AI-enabled business model.

5


The table below shows our revenue breakdown, both in absolute amounts and as percentages of total revenue for the periods presented.

  ​ ​ ​

For the Six Months ended June 30,

(US$ in thousands, except %)

  ​ ​ ​

2025

  ​ ​ ​

% of revenue

  ​ ​ ​

2026

  ​ ​ ​

% of revenue

 

(unaudited)

Digital Assets Platform Revenue

 

27,801

 

83.1

12,255

 

51.2

Wealth management solutions

 

21,462

 

64.2

9,569

 

40.0

Execution solutions

 

4,684

 

14.0

1,596

 

6.7

Payment solutions

 

1,655

 

4.9

1,090

 

4.5

Agentic Revenue

 

5,654

 

16.9

11,694

 

48.8

Total Revenue

 

33,455

 

100.0

23,949

 

100.0

Cost of Revenue

Our cost of revenue mainly consists of interests and premium costs paid to clients, the premium costs associated with managing the risks of the underlying assets of our structured products when acting on a principal basis, customer referral fees, and direct service cost and media cost in connection with agentic business.

Operating Expenses

We classify our operating expenses into three categories: research and development expenses, sales and marketing expenses, and general and administrative expenses. The following table sets forth our operating expenses, both in absolute amount and as a percentage of our revenue, for the periods presented.

  ​ ​ ​

For the Six Months ended June 30,

(US$ in thousands, except %)

  ​ ​ ​

2025

  ​ ​ ​

% of revenue

  ​ ​ ​

2026

  ​ ​ ​

% of revenue

(unaudited)

Research and development expenses

(7,968)

 

(23.8)

(3,102)

 

(13.0)

Sales and marketing expenses

(3,223)

 

(9.6)

(4,454)

 

(18.5)

General and administrative expenses

(14,279)

 

(42.7)

(12,453)

 

(52.0)

Total operating expenses

(25,470)

 

(76.1)

(20,009)

 

(83.5)

Research and development expenses. Our research and development expenses primarily consist of technology infrastructure expenses, software services expenses incurred in operating, maintaining, and enhancing our platform and in developing new products and services.

Sales and marketing expenses. Our sales and marketing expenses primarily consist of (i) salary and welfare expenses, and (ii) branding, marketing and promotional costs.

General and administrative expenses. Our general and administrative expenses primarily consist of personnel expenses, legal, audit and other professional service fees.

Finance Income, Net

Our finance income consists of interest income on cash and cash equivalents and loan receivables. Our finance costs consist of interest expense on bank borrowings and lease liabilities.

Other Gains/(Losses), Net

Our other gains/(losses), net consists of realized and unrealized fair value changes of digital assets, fair value changes on crypto assets loan receivables, the write-off of certain other payables, fair value gain on financial assets at fair value through profit or loss, dividend income from investment, government grants, and foreign currency exchange difference, net.

6


Results of Operations

The following table sets forth our unaudited condensed consolidated statements of profit or loss for the periods indicated:

  ​ ​ ​

For the Six Months ended June 30,

(US$ in thousands)

  ​ ​ ​

2025

  ​ ​ ​

% of revenue

  ​ ​ ​

2026

  ​ ​ ​

% of revenue

 

(unaudited)

Revenue

 

33,455

100.0

 

23,949

100.0

Cost of revenue

 

(7,924)

(23.7)

 

(6,097)

(25.5)

Gross profit

 

25,531

76.3

 

17,852

74.5

Operating expenses

Research and development expenses

 

(7,968)

(23.8)

 

(3,102)

(13.0)

Sales and marketing expenses

 

(3,223)

(9.6)

 

(4,454)

(18.5)

General and administrative expenses

 

(14,279)

(42.7)

 

(12,453)

(52.0)

Total operating expenses

 

(25,470)

(76.1)

 

(20,009)

(83.5)

Operating income/(loss)

 

61

0.2

 

(2,157)

(9.0)

Finance income, net

 

50

0.1

 

176

0.7

Other gains/(losses), net

 

1,604

4.8

 

(196)

(0.8)

Income/(loss) from continuing operations before share of loss from an equity investee and income tax expense

 

1,715

5.1

 

(2,177)

(9.1)

Share of losses from an equity investee

 

(24)

(0.1)

 

(20)

(0.1)

Income tax expense

 

(4)

(0.0)

 

(59)

(0.2)

Net income/(loss) from continuing operations

1,687

5.0

(2,256)

(9.4)

Net loss attributable to non-controlling interests

Net income/(loss) from continuing operations attributable to the Company’s ordinary shareholders

1,687

5.0

(2,256)

(9.4)

Discontinued operations

Net (loss)/income from discontinued operations

(43)

(0.1)

22

0.1

Net loss attributable to non-controlling interests

28

0.1

Net (loss)/income from discontinued operations attributable to the Company’s ordinary shareholders

 

(15)

(0.0)

 

22

0.1

Net income/(loss)

 

1,644

4.9

 

(2,234)

(9.3)

Net income/(loss) attributable to Company’s ordinary shareholders

 

1,672

5.0

 

(2,234)

(9.3)

On March 12, 2025, iClick Interactive Asia Group Limited (“iClick”) completed its merger (the “Merger”) with Amber DWM Holding Limited (“Amber DWM”). The Merger is accounted for as a reverse acquisition for accounting purposes. Accordingly, the Merger is treated as the equivalent of Amber DWM issuing shares for the acquisition of iClick, accompanied by a recapitalization, for accounting purposes. The financial results of iClick have been included in our consolidated financial results since March 12, 2025.

Certain operations were classified as held-for-sale starting from the second half of 2025, and we completed one of the disposals in October 2025. The disposed business was deconsolidated from the Company upon the respective disposal and the results of the held-for-sale and disposed businesses are reflected in the consolidated financial statements as discontinued operations accordingly.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Revenue

Our revenue decreased from US$33.5 million for the six months ended June 30, 2025 to US$23.9 million for the six months ended June 30, 2026, with digital assets platform revenue influenced by materially softer digital asset market environment.

Our revenue from wealth management solutions decreased from US$21.5 million for the six months ended June 30, 2025 to US$9.6 million for the six months ended June 30, 2026, primarily attributable to the absence of a non-recurring service fee recognized in the prior-year period, and lower Earn revenue. The lower Earn revenue reflected our disciplined balance sheet management: we proactively lowered the yields offered to customers to right-size our Earn deposit base, prioritizing capital efficiency and risk management over near-term revenue. The decline was compounded by lower prevailing prices of major digital assets, which reduced the U.S. dollar value of the Earn deposit base and the revenue generated from it.

Our revenue from execution solutions decreased from US$4.7 million for the six months ended June 30, 2025 to US$1.6 million for the six months ended June 30, 2026, reflecting a pronounced industry-wide contraction in trading volumes with a lower realized fee rate.

7


Our revenue from payment solutions decreased from US$1.7 million for the six months ended June 30, 2025 to US$1.1 million for the six months ended June 30, 2026, resulting from market-driven fluctuations, partially offset by the ongoing structural growth in stablecoin-based payment flows for risk-off positioning and treasury management.

Our agentic revenue increased significantly from US$5.7 million for the six months ended June 30, 2025 to US$11.7 million for the six months ended June 30, 2026, mainly driven by (i) our A-MM, the first flagship component of the Company’s A-Suite agent-native liquidity operations system and designated market-making infrastructure platform which offers integrated technology, platform and operational services. It started generating revenue from the second quarter of 2026, establishing a strategic new growth driver and advancing our ongoing AI adoption, and (ii) full period revenue contribution from marketing and enterprise solutions in 2026.

Cost of Revenue

Our cost of revenue decreased from US$7.9 million for the six months ended June 30, 2025 to US$6.1 million for the six months ended June 30, 2026, largely in line with the change in revenue.

Gross Profit and Gross Profit Margin

As a result of the above, our gross profit decreased from US$25.5 million for the six months ended June 30, 2025 to US$17.9 million for the six months ended June 30, 2026. Our gross profit margin slightly declined from 76.3% to 74.5% during the same periods, reflecting mix dynamics, with our structured products representing a higher share of revenue. We remain focused on advancing long-term growth across all product lines in digital assets platform and higher-margin agentic business.

Operating Expenses

Our total operating expenses decreased from US$25.5 million for the six months ended June 30, 2025 to US$20.0 million for the six months ended June 30, 2026.

Our research and development expenses decreased from US$8.0 million for the six months ended June 30, 2025 to US$3.1 million for the six months ended June 30, 2026. The decrease was primarily due to the completion of certain product and platform development initiatives in 2025. The Company continued to enhance and develop new products and services this year.

Our sales and marketing expenses increased from US$3.2 million for the six months ended June 30, 2025 to US$4.5 million for the six months ended June 30, 2026. The increase reflected the full-period impact of marketing and enterprise solutions which was consolidated since March 12, 2025, partially offset by cost savings from AI-enhanced process optimization, in order to transition the business toward an AI-driven operating model.

Our general and administrative expenses decreased from US$14.3 million for the six months ended June 30, 2025 to US$12.5 million for the six months ended June 30, 2026, primarily driven by lower share-based compensation, absence of one-off merger-related legal and professional fees incurred in the prior-year period, and lower professional service fees associated with post-merger integration activities.

Finance Income, Net

Our finance income, net increased to US$0.2 million for the six months ended June 30, 2026, from US$50 thousand in the prior-year period, benefiting from higher interest income generated from a stronger cash position.

Other Gains/(Losses), Net

Other losses, net was US$0.2 million for the six months ended June 30, 2026, compared to other gains, net of US$1.6 million for the six months ended June 30, 2025. The change was due to decrease in fair value gain on crypto assets loan receivables and financial assets at fair value through profit or loss, following the disposal of US listed equity security in 2025. This was partially offset by a more favorable unrealized fair value movement in digital assets.

Share of losses from an equity investee

It represented net losses from our joint venture with VGI Global Media Plc in Thailand.

8


Income Tax Expense

We incurred income tax expense of US$59 thousand for the six months ended June 30, 2026, mainly attributable to the tax on the reimbursement from depositary.

Net Income/(Loss) from continuing operations

We recorded net loss from continuing operations of US$2.3 million for the six months ended June 30, 2026, compared to net income of US$1.7 million in the prior-year period.

Liquidity and Capital Resources

During the reporting period, our principal sources of liquidity have been cash generated from our operating activities, and advances from related companies. As of June 30, 2026, we had US$34.2 million in cash and cash equivalents, time deposits and restricted cash, which primarily consisted of bank balances that are readily convertible to known amounts of cash and subject to insignificant risk of changes in value. We closely monitor our cash balance and future payments obligations by preparing monthly management account and regular fund reports to provide a timely overview of our overall cash position and liquidity and risk control measurements. Such reports are reviewed by the management. In addition, we have adopted a stringent cash management policy. We also regularly monitor our current and expected liquidity requirements to ensure that we maintain sufficient cash balances to meet our liquidity needs.

Cash Flows and Working Capital

The following table sets forth a summary of our cash flows for the periods indicated:

  ​ ​ ​

For the Six Months ended June 30,

(US$ in thousands)

  ​ ​ ​

2025

  ​ ​ ​

2026

 

(unaudited)

Selected Consolidated Cash Flow Data:

 

  ​

 

  ​

Net cash (used in)/generated from operating activities

 

(4,097)

 

1,039

Net cash generated from investing activities

 

17,919

 

5,058

Net cash generated from/(used in) financing activities

 

2,791

 

(5,422)

Net increase in cash and bank balances

 

16,613

 

675

Cash and bank balances at beginning of period

 

9,326

 

29,895

Effect on exchange rate changes on bank balances

 

(112)

 

(384)

Cash and bank balances at end of period

 

25,827

 

30,186

Operating Activities

Net cash generated from operating activities for the six months ended June 30, 2026 of US$1.0 million was primarily related to net increase in working capital of US$4.0 million, partially offset by net loss before tax of US$2.2 million and non-cash items of negative US$0.8 million. The net increase in working capital was primarily attributable to the crypto assets used for operations of US$9.0 million and decrease in trade and other receivables of US$4.3 million during the period, partially offset by change of balances with related parties of US$6.8 million and decrease in trade and other payables of US$2.1 million. The non-cash items mainly consisted of net income received or settled in digital assets of US$2.4 million, partially offset by unrealized fair value changes on amount due to related parties denominated in digital assets of US$1.1 million, and depreciation and amortization of US$0.8 million.

Net cash used in operating activities for the six months ended June 30, 2025 of US$4.1 million was primarily related to net decrease in working capital of US$4.5 million and non-cash items of negative US$1.3 million, partially offset by net income before tax of US$1.6 million. The net decrease in working capital was primarily attributable to the decrease in trade and other payables of US$4.6 million and change of balances with related parties of US$4.3 million during the period, partially offset by the crypto assets used for operations of US$3.2 million. The non-cash items mainly consisted of net income received or settled in digital assets of US$2.1 million, fair value changes on derivative contract of US$1.3 million, and fair value gain on financial asset at fair value through profits or loss of US$0.9 million, partially offset by unrealized fair value changes on amount due to related parties denominated in digital assets of US$1.5 million, share based compensation of US$0.8 million and depreciation and amortization of US$0.6 million.

Investing Activities

Net cash generated from investing activities for the six months ended June 30, 2026 of US$5.1 million was primarily attributable to the divestments of financial assets at fair value through profit or loss amounting to US$2.9 million, and US$2.4 million disposal of crypto assets held for investment purpose.

9


Net cash generated from investing activities for the six months ended June 30, 2025 of US$17.9 million was primarily attributable to the net cash acquired from business combination of US$18.2 million and US$2.1 million disposal of crypto assets held for investment purpose, partially offset by advances to related parties amounting to US$1.3 million, and investments of financial assets at fair value through profit or loss amounting to US$1.1 million.

Financing Activities

Net cash used in financing activities for the six months ended June 30, 2026 of US$5.4 million was primarily attributable to share repurchase amounting to US$4.9 million.

Net cash generated from financing activities for the six months ended June 30, 2025 of US$2.8 million was primarily attributable to proceeds from related parties, net of US$2.5 million, and proceeds from bank borrowings of US$2.7 million, partially offset by repayment of bank borrowings of US$2.0 million.

Credit Facilities

We have the following legacy credit facilities from iClick:

In October 2019, certain subsidiaries of iClick entered into a one-year facility agreement for working capital loans with a commercial bank, which was amended in March 2024 to provide for (a) US$7.5 million combined limit for pre-shipment buyer loan and post-shipment buyer loan, (b) US$0.5 million overdraft facilities. We provide corporate guarantee and bank deposits as pledge to secure our obligations under these loan facilities. For the pre-shipment buyer loan and post-shipment buyer loan, the interest rate is at either (a) HIBOR plus 3.85% per annum if the loan is drawn down in HK$, or (b) 3.95% over US$ reference rate per annum if the loan is drawn down in US$. For the overdraft facility, the interest rate is at the bank’s best lending rate. We had no outstanding balance under these loan facilities as of June 30, 2026.

As of June 30, 2026, no financial covenants as set out in these loan agreements were breached.

Other than those shown above, we did not have any significant capital and other commitments, long-term obligations, or guarantees as of June 30, 2026.

Capital Expenditures

We made capital expenditures of US$0.1 million and US$0.4 million in the six months ended June 30, 2025 and six months ended June 30, 2026, respectively. We will continue to make capital expenditures to support our business growth.

Material Cash Requirements

Our material cash requirements as of June 30, 2026 and any subsequent interim period primarily include our operating lease obligations, which primarily represent our obligations for leasing office premises.

The following table summarizes our contractual obligations and commitments as of June 30, 2026:

Total

Carrying

contractual

On demand or

Within 2 to 5

(US$ in thousands)

  ​ ​ ​

Amount

  ​ ​ ​

cash flow

  ​ ​ ​

within 1 year

  ​ ​ ​

Years

Lease liabilities

1,148

1,174

901

273

Quantitative and Qualitative Disclosures About Market Risk

Our activities expose us to a variety of financial risks from our operation. The key financial risks include credit risk, liquidity risk and market risk (including foreign currency risk, digital asset price risk, risks associated with the storage and protection of digital assets and investment risk related to trading of digital assets).

10


Foreign Currency Risk

Foreign currency risk arises from cash flows from transactions denominated in foreign currencies. We have transactional currency exposures arising from sales or purchases that are denominated in a currency other than the functional currency, primarily Singapore Dollar (“SGD”). If the U.S. dollar appreciates against the SGD by 5%, our profit would decrease by approximately US$1,000 in the six months ended June 30, 2026. We do not have any formal policy for hedging against currency risk. The value of the SGD against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in economic conditions in Singapore and the U.S. and by Singapore’s foreign exchange policies.

To the extent that we need to convert the U.S. dollars into SGD for our operations, appreciation of SGD against the U.S. dollar would reduce the SGD amount we receive from the conversion. Conversely, if we decide to convert SGD into the U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs, servicing our outstanding debts, or for other business purposes, appreciation of the U.S. dollar against the SGD would reduce the U.S. dollar amounts available to us.

Certain of our operating activities are transacted in Hong Kong dollars. We consider the foreign exchange risk in relation to transactions denominated in Hong Kong dollars with respect to the U.S. dollars to be not significant as HK dollar is pegged to the U.S. dollar.

Digital Assets Price Risk

Crypto asset risk is the risk that future profit and financial position will fluctuate because of changes in the price of crypto assets. Digital assets that we deal with in our trading activities are digital assets such as BTC and ETH which can be traded in a number of public exchanges.

Our exposure to price risk arises from digital assets and digital assets payables which are both measured on a fair value basis. In particular, our operating result may depend upon the market price of BTC and ETH, as well as other digital assets. If the price of BTC and ETH were to rise by 30%, our profit would increase by approximately US$266,000, and decrease by US$119,000 in the six months ended June 30, 2026, respectively. Digital asset prices have fluctuated significantly from time to time. There is no assurance that digital asset prices will reflect historical trends.

The price risk of digital assets arising from trading of digital assets business is partially offset by remeasurement of digital assets payables representing the obligations to deliver digital assets held by us in the customers’ accounts to the customers under the respective trading arrangements with us.

Risks Associated with Storage and Protection of Digital Assets

We primarily store our digital assets with cryptocurrency custodians to facilitate customers deposits and withdrawals. Due to the lack of an insurance policy for our digital assets, any disruptions or closures of cryptocurrency custodians, as well as potential cyber-attacks or thefts, could result in substantial losses for us.

Investment Risk Related to Trading of Digital Assets

We follow a fully hedged strategy for structured products. Each user-facing structured product is quoted by a counterparty and a spread is added before it is quoted to clients. Therefore, there is no exposure to structured products.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations relates to our consolidated financial statements, which have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. Changes in estimates used in these and other items could have a material impact on our financial statements.

For a detailed discussion of our significant accounting policies and related judgments, see “Notes to the Consolidated Financial Statements – Note 2. Material accounting policy information” contained in our Form 20-F.

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The following accounting estimates relate to the significant areas involving management’s judgments and estimates in the preparation of our financial statements, and are those that management believes are the most critical to aid the understanding and evaluation of this management discussion and analysis:

Derivative Financial Instrument

Derivative financial instruments are measured at fair value at initial recognition and designated to be measured subsequently at fair value through profit or loss. The fair value measurement of the call and put options and dual currency contracts is determined using the Black-Scholes option pricing model and Monte Carlo simulation model and involves significant management judgment and estimation uncertainty. These valuation models require the use of significant unobservable inputs and assumptions, including expected volatility, correlation assumptions, simulation outcomes, and contractual time to maturity.

Management determines the expected volatility based on the historical price volatility of the underlying digital assets over a period corresponding to the remaining contractual maturity of the instruments. The estimated volatility is used as a key input in the valuation models to simulate potential future price movements of the underlying digital assets and determine the fair value of the instruments. However, digital asset markets are inherently volatile and subject to significant price fluctuations. Accordingly, historical price volatility may not be indicative of future market performance and actual outcomes may differ materially from management’s estimates. Any significant changes in digital asset prices, market conditions, or valuation assumptions could result in a material change in the fair value measurement of these financial instruments.

Impairment of Goodwill

Goodwill is not amortized but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to each of the cash-generating units (“CGU”s) for the purpose of impairment testing. The allocation is made to those CGUs or groups of CGUs that are expected to benefit from the business combination in which the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal management purposes, below the operating segment.

We have two reporting units, which include (i) Sparrow Group and (ii) iClick Group. Our consolidated goodwill balance was US$53.1 million as of June 30, 2026, and the goodwill associated with the Sparrow Group and iClick Group was US$16.7 million and US$36.4 million, respectively.

Determining whether goodwill is impaired requires the measurement of the recoverable amount of the cash-generating units (“CGU”) based on an estimation of the value-in-use of the CGU to which goodwill has been allocated. The value-in-use calculation requires the entity to estimate the future cash flows expected to arise from the CGU derived from long-term forecasts which included a future cash flow projection and an estimated terminal value, and a suitable discount rate in order to calculate present value. The cash flow projection is based on management’s most recent view of the long-term outlook in order to come up with growth rates, the estimated terminal value using a terminal year long-term future growth rate, discount rates, and other assumptions deemed reasonable by management. Inherent in our development of cash flow projections are assumptions and estimates derived from a review of our operating results, business plan forecasts, expected growth rates, and risk adjusted discount rates, similar to those a market participant would use to assess value-in-use. We also make certain assumptions about future economic conditions and other data. Many of the factors used in assessing value-in-use are outside the control of management, and these assumptions and estimates may change in future periods. Changes in assumptions or estimates can materially affect the value-in-use measurement of CGU and, therefore, can affect the test results.

No impairment loss was recognized during the six months ended June 30, 2025 and June 30, 2026.

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