| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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![]() | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
![]() | Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Amber International Holding Ltd [ AMBR ] Foreign Trading Symbol | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year) 05/29/2026 | |||||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed
(Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A ordinary shares, par value $0.001 per share | 05/29/2026 | J | 309,834,748 | D | $0 | 0 | I | By AGL(1) | ||
| Class A ordinary shares, par value $0.001 per share | 05/29/2026 | J | 69,552,266 | A | $0 | 69,552,266 | I | By AFL(1) | ||
| Class A ordinary shares, par value $0.001 per share | 05/29/2026 | J | 19,458,931 | A | $0 | 19,458,931 | I | By APUH(1) | ||
| Class A ordinary shares, par value $0.001 per share | 05/29/2026 | J | 6,698,479 | A | $0 | 6,698,479 | I | By DFAL(1) | ||
| Class A ordinary shares, par value $0.001 per share | 05/29/2026 | J | 4,620,646 | A | $0 | 4,620,646 | I | By AAL(1) | ||
| Class A ordinary shares, par value $0.001 per share | 06/02/2026 | J | 11,729,691 | D | $0(2) | 7,729,240 | I | By APUH(2) | ||
| Class A ordinary shares, par value $0.001 per share | 06/02/2026 | J | 6,225,342 | D | $0 | 63,326,924 | I | By AFL(3) | ||
| Class A ordinary shares, par value $0.001 per share | 06/04/2026 | J | 18,147,222 | D | $0 | 45,179,702 | I | By AFL(3) | ||
| Class A ordinary shares, par value $0.001 per share | 06/10/2026 | J | 19,753,953 | D | $0 | 25,425,749 | I | By AFL(3) | ||
| Class A ordinary shares, par value $0.001 per share | 06/11/2026 | J | 4,536,770 | D | $0 | 20,888,979 | I | By AFL(3) | ||
| Class A ordinary shares, par value $0.001 per share | 09/30/2026 | J | 1,360,337 | D | $0 | 6,368,903 | I | By APUH(4) | ||
| Class A ordinary shares, par value $0.001 per share | 09/30/2026 | J | 4,081,011 | D | $0 | 2,287,892 | I | By APUH(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B ordinary shares(7) | $0(7) | 06/10/2026 | J | 36,233,237 | (7) | (7) | Class A ordinary shares | 36,233,237 | $0 | 0 | I | By AFL(5) | |||
| Class B ordinary shares(7) | $0(7) | 06/10/2026 | J | 36,233,237 | (7) | (7) | Class A ordinary shares | 36,233,237 | $0 | 36,233,237 | I | By MWL(5) | |||
| Class B ordinary shares(7) | $0(7) | 10/23/2026 | A | 23,469,189(6) | (7) | (7) | Class A ordinary shares | 23,469,189 | $0 | 23,469,189 | D | ||||
| Explanation of Responses: |
| 1. Amber Global Limited ("AGL") effected a pro-rata in-kind distribution to its shareholders of all 309,834,748 Class A Ordinary Shares of the Issuer previously held by AGL (the "Share Distribution"). In the Share Distribution, Amber Fort Limited ("AFL"), Amber Primary Unit Holding Limited ("APUH"), Digital Future Alliance Limited ("DFAL") and Amber Alliance Limited ("AAL") received 69,552,266, 19,458,931, 6,698,479 and 4,620,646 Class A ordinary shares, respectively. The remaining Class A ordinary shares were distributed to other shareholders of AGL and are no longer reported as beneficially owned by the Reporting Person. The Reporting Person is the sole shareholder of APUH, the sole voting shareholder of DFAL and AAL, and the sole director of each of APUH, DFAL and AAL, and may be deemed to beneficially own the shares held by each such entity. |
| 2. APUH transferred 11,729,691 Class A Ordinary Shares to Celeste Core Inc. pursuant to an incentive arrangement for nominal aggregate consideration of US$1.00. The per-share cash price is rounded to US$0.00. |
| 3. AFL transferred 6,225,342, 18,147,222, 19,753,953 and 4,536,770 Class A Ordinary Shares, respectively, to Amber Zillion Limited as dividends to a designated shareholder, without additional consideration. Amber Zillion Limited is not controlled by the Reporting Person, and the transferred shares are not beneficially owned by the Reporting Person. |
| 4. APUH transferred 1,360,337 and 4,081,011 Class A Ordinary Shares to Hanover Moon Limited and Mirabilis Mythos Limited, respectively, without cash consideration in settlement of PSUs of AGL. |
| 5. Reflects the transfer by AFL to Mars Wayfinder Limited ("MWL") as a dividend to a designated shareholder of AFL, without additional consideration. Following the transfer, the 36,233,237 Class B ordinary shares are held directly by MWL, a wholly owned entity of the Reporting Person, of which the Reporting Person is the sole director. MWL holds all of the voting shares of AFL, representing all of its voting power, but does not wholly own AFL. The Reporting Person is the sole director of AFL. |
| 6. The shares represent the one-off incentive share award to the Reporting Person, consisting of an aggregate of 23,469,189 Class B ordinary shares, which were fully vested and issued on October 23, 2026. The issuance was approved by a special resolution of the members of the Issuer at the annual general meeting on October 23, 2026. The securities were issued directly to the Reporting Person. |
| 7. Each Class B ordinary share is convertible at any time at the option of its holder into one Class A ordinary share for no additional consideration and has no expiration date. |
| Remarks: |
| The Reporting Person disclaims beneficial ownership of the securities reported herein as indirectly beneficially owned, except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| /s/ Wu Yuao | 10/28/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||