{"url_path":"/sec/ambr/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 ****CONTROLS AND PROCEDURES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1697818/0001104659-26-060362-index.html","accession_number":"0001104659-26-060362","cik":"0001697818","ticker":"AMBR","issuer_name":"Amber International Holding Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1697818/0001104659-26-060362-index.html","primary_entity_key":"0001697818","primary_entity_name":"Amber International Holding Ltd"},"word_count":1739,"has_tables":true,"body_markdown":"**ITEM 15.****CONTROLS AND PROCEDURES**\n\n**Disclosure Controls and Procedures**\n\nUnder the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures, which is defined in Rules 13a-15(e) of the Exchange Act, as of December 31, 2025. Based upon that evaluation, our management, with the participation of our chief executive officer and chief financial officer, has concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were not effective in ensuring that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act was recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.\n\n**Management’s Annual Report on Internal Control Over Financial Reporting**\n\nOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act of 1934. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with IFRS. Because of its inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.\n\n108\n\n[Table of Contents](#TOC)\n\nOur management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, it used the criteria established within the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework). Based on this assessment, our management has concluded that, as of December 31, 2025, our internal control over financial reporting was not effective. We acknowledged three material weaknesses in our internal control over financial reporting. These three material weaknesses identified relate to (1) the Company did not maintain an effective information and communication component of internal control over financial reporting, as defined by the COSO framework. Specifically, management did not adequately identify, assess, and document the sources of information to ensure the reliability of such information used in financial reporting. As a result of this material weakness, the design and operation of process-level controls and financial reporting controls were ineffective across the Company’s business process cycles, (2) the Company did not implement or operate controls in the Digital Assets Services and Solutions segment consistently or on a timely manner. Deficiencies included executing control activities, performing appropriate reviews, and maintaining adequate documentation to evidence control performance, and (3) the Company did not design and maintain sufficient documentation to support management review controls across the Company’s business process cycles, which limited management’s ability to evidence the precision of such reviews and the basis for conclusions reached. These findings could result in adjustments to our financial statements not identified in a timely and complete manner, causing material misstatements in the Company's financial reporting.\n\nManagement is committed to improving the Company’s internal control over financial reporting. To remediate any applicable material weaknesses, management will continue to implement the following actions:\n\n●Engage external resources to investigate and enhance business process control documentation, and to assist with management’s self-assessment and testing of internal controls, as necessary.\n\n●Develop control activities specifically designed to verify the reliability of information, where applicable.\n\n●Establish a structured control testing program to continuously monitor the design and operating effectiveness of key controls.\n\n●Strengthen management review controls by documenting and evaluating the performance of each review activity.\n\nThe Company is dedicated to remediating any material weaknesses. Once management has designed and implemented appropriate controls, and those controls have operated for a sufficient period of time, management will conduct testing to determine their effectiveness. Management will continue to monitor the remediation plan and make adjustments it deems appropriate.\n\nWhile we intend to complete the remediation process as quickly as practicable, we are unable at this time to estimate its duration, and there can be no assurance that our initiatives will ultimately be successful in remediating the identified and applicable material weaknesses. Until the investigation and remediation efforts are complete, the applicable material weaknesses may continue to exist. Furthermore, we cannot assure that additional material weaknesses will not be identified in the future, including during audits conducted under Section 404 of the Sarbanes-Oxley Act or for other reasons.\n\n109\n\n[Table of Contents](#TOC)\n\n**Attestation Report of the Independent Registered Public Accounting Firm**\n\n**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\nTo the Board of Directors and Shareholders of\n\nAmber International Holding Limited\n\n**Adverse Opinion on Internal Control over Financial Reporting**\n\nWe have audited Amber International Holding Limited’s (the Company’s) internal control over financial reporting as of December 31, 2025, based on criteria established in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, because of the effect of the material weakness described in the following paragraph on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in *Internal Control—Integrated Framework (2013)* issued by COSO.\n\nA material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment.\n\n1.The Company did not maintain an effective information and communication component of internal control over financial reporting, as defined by the COSO framework. Specifically, management did not adequately identify, assess, and document the sources of information to ensure the reliability of such information used in financial reporting. As a result of this material weakness, the design and operation of process-level controls and financial reporting controls were ineffective across the Company’s business process cycles.\n\n2.The Company did not implement or operate controls in the Digital Assets Services and Solutions segment consistently or on a timely manner. Deficiencies included executing control activities, performing appropriate reviews, and maintaining adequate documentation to evidence control performance.\n\n3.The Company did not design and maintain sufficient documentation to support management review controls across the Company’s business process cycles, which limited management’s ability to evidence the precision of such reviews and the basis for conclusions reached.\n\nThese material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated May 13, 2026, on those financial statements.\n\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of the Company, and our report dated May 13, 2026, expressed an unqualified opinion.\n\n**Basis for Opinion**\n\nThe Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n110\n\n[Table of Contents](#TOC)\n\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.\n\n**Definition and Limitations of Internal Control over Financial Reporting**\n\nA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.\n\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\n\n​\n\n​\n\n​\n\n/s/ WWC, P.C.\n\n​\n\n​\n\n​\n\nSan Mateo, California\n\n​\n\n​\n\n​\n\nMay 13, 2026\n\n​\n\n​\n\n​\n\n​\n\n**Changes in Internal Control over Financial Reporting**\n\nThere have not been any changes in our internal control over financial reporting in the year ended December 31, 2025, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.\n\n​\n\n111\n\n[Table of Contents](#TOC)"}