{"url_path":"/sec/ambr/10-k/2026/item-19","section_key":"item-19","section_title":"Item 19 ****EXHIBITS**","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":39818,"has_tables":true,"body_markdown":"**ITEM 19.****EXHIBITS**\n\n**Exhibit********Number**\n\n**  ​ ​ ​**\n\n**Description of Document**\n\n​\n\n​\n\n​\n\n1.1\n\n​\n\n[Tenth Amended and Restated Memorandum and Articles of Association, as currently in effect (incorporated by reference to Exhibit 1.1 to the annual report on Form 20-F for the year ended December 31, 2024 (file No. 001-38313) filed with the Securities and Exchange Commission on April 29, 2025)](https://www.sec.gov/Archives/edgar/data/1697818/000141057825000996/ambr-20241231xex1d1.htm)\n\n​\n\n​\n\n​\n\n2.1\n\n​\n\n[Registrant’s Specimen American Depositary Receipt (included in Exhibit 2.4)](https://www.sec.gov/Archives/edgar/data/1474274/000119380525000933/e664653_ex99-a.htm)\n\n​\n\n​\n\n​\n\n2.2\n\n​\n\n[Registrant’s Specimen Certificate for Class A Ordinary Shares (incorporated by reference to Exhibit 2.2 to the annual report on Form 20-F for the year ended December 31, 2024 (file No. 001-38313) filed with the Securities and Exchange Commission on April 29, 2025)](https://www.sec.gov/Archives/edgar/data/1697818/000141057825000996/ambr-20241231xex2d2.htm)\n\n​\n\n​\n\n​\n\n2.3\n\n​\n\n[Description of the Rights of Ordinary Shares and ADSs (incorporated by reference to Exhibit 2.3 to the annual report on Form 20-F for the year ended December 31, 2024 (file No. 001-38313) filed with the Securities and Exchange Commission on April 29, 2025)](https://www.sec.gov/Archives/edgar/data/1697818/000141057825000996/ambr-20241231xex2d3.htm)\n\n​\n\n​\n\n​\n\n2.4\n\n​\n\n[Form of Amended and Restated Deposit Agreement among the Registrant, the depositary and holders and beneficial owners of American Depositary Receipts (incorporated by reference to Exhibit (a) to the Form F-6 Registration Statement (file No. 333-288354) filed with the Securities and Exchange Commission on June 26, 2025)](https://www.sec.gov/Archives/edgar/data/1474274/000119380525000933/e664653_ex99-a.htm)\n\n​\n\n​\n\n​\n\n2.5\n\n​\n\n[Form F-6 Registration Statement under the Securities Act of 1933 for Depositary Shares Evidenced by American Depositary Receipts (file No. 333-288354) filed with the Securities and Exchange Commission on June 26, 2025](https://www.sec.gov/Archives/edgar/data/1474274/000119380525000933/e664653_f6ef-amber.htm)\n\n​\n\n​\n\n​\n\n4.7\n\n​\n\n[Form of Indemnification Agreement with Executive Officers and Directors (incorporated by reference to Exhibit 4.7 to the annual report on Form 20-F for the year ended December 31, 2024 (file No. 001-38313) filed with the Securities and Exchange Commission on April 29, 2025)](https://www.sec.gov/Archives/edgar/data/1697818/000141057825000996/ambr-20241231xex4d7.htm)\n\n​\n\n​\n\n​\n\n4.8\n\n​\n\n[Form of Employment Agreement and One Way Non-disclosure Agreement with Executive Officers (incorporated by reference to Exhibit 10.10 of our Registration Statement on Form F-1 (file No. 333-221034) filed with the Securities and Exchange Commission on October 20, 2017)](https://www.sec.gov/Archives/edgar/data/1697818/000119312517315220/d347875dex1010.htm)\n\n​\n\n​\n\n​\n\n4.9\n\n​\n\n[2025 Post-IPO Share Incentive Plan of Amber International Holding Limited, as amended and restated on May 16, 2025 (incorporated by reference to Exhibit 10.1 of our Registration Statement on Form S-8 (file No. 333-288385) filed with the Securities and Exchange Commission on June 27, 2025)](https://www.sec.gov/Archives/edgar/data/1697818/000110465925063621/tm2519299d1_10-1.htm)\n\n​\n\n​\n\n​\n\n4.11\n\n​\n\n[Agreement and Plan of Merger, dated as of November 29, 2024, by and among the Registrant, Overlord Merger Sub Ltd., and Amber DWM Holding Limited (incorporated by reference to Exhibit 99.2 to Form 6-K (file No. 001-38313) filed with the Securities and Exchange Commission on November 29, 2024)](https://www.sec.gov/Archives/edgar/data/1697818/000110465924124155/tm2429824d1_ex99-2.htm)\n\n​\n\n​\n\n​\n\n4.12\n\n​\n\n[Amendment, Waiver and Framework Agreement, dated as of March 12, 2025, by and among iClick Interactive Asia Group Limited, Amber DWM Holding Limited, Overlord Merger Sub Ltd., Amber Global Limited and WhaleFin Technologies Limited (incorporated by reference to Exhibit 99.2 to Form 6-K (file No. 001-38313) filed with the Securities and Exchange Commission on March 12, 2025)](https://www.sec.gov/Archives/edgar/data/1697818/000110465925022786/tm258963d1_ex99-2.htm)\n\n​\n\n​\n\n​\n\n4.14\n\n​\n\n[Intercompany Services Agreement, dated as of November 25, 2025, by and among Amber Match Limited, AG Global Technology Limited Inc., and WhaleFin Technologies Limited (incorporated by reference to Exhibit 99.1 to Form 6-K (file No. 001-38313) filed with the Securities and Exchange Commission on November 26, 2025)](https://www.sec.gov/Archives/edgar/data/1697818/000110465925116238/tm2531719d1_ex99-1.htm)\n\n​\n\n​\n\n​\n\n116\n\n[Table of Contents](#TOC)\n\n8.1*\n\n​\n\n[Subsidiaries of the Registrant](ambr-20251231xex8d1.htm)\n\n​\n\n​\n\n​\n\n11.1\n\n​\n\n[Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 11.1 to the annual report on Form 20-F for the year ended December 31, 2024 (file No. 001-38313) filed with the Securities and Exchange Commission on April 29, 2025)](https://www.sec.gov/Archives/edgar/data/1697818/000141057825000996/ambr-20241231xex11d1.htm)\n\n​\n\n​\n\n​\n\n11.2*\n\n​\n\n[Statement of Policies Governing Material Non-public Information, Trading in Company Securities by Insiders and the Prevention of Insider Trading](ambr-20251231xex11d2.htm)\n\n​\n\n​\n\n​\n\n12.1*\n\n​\n\n[CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](ambr-20251231xex12d1.htm)\n\n​\n\n​\n\n​\n\n12.2*\n\n​\n\n[CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](ambr-20251231xex12d2.htm)\n\n​\n\n​\n\n​\n\n13.1**\n\n​\n\n[CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](ambr-20251231xex13d1.htm)\n\n​\n\n​\n\n​\n\n13.2**\n\n​\n\n[CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](ambr-20251231xex13d2.htm)\n\n​\n\n​\n\n​\n\n15.1*\n\n​\n\n[Consent of Travers Thorp Alberga](ambr-20251231xex15d1.htm)\n\n​\n\n​\n\n​\n\n15.2*\n\n​\n\n[Consent of Jingtian & Gongcheng](ambr-20251231xex15d2.htm)\n\n​\n\n​\n\n​\n\n15.3*\n\n​\n\n[Consent of Harry Elias Partnership LLP](ambr-20251231xex15d3.htm)\n\n​\n\n​\n\n​\n\n15.4*\n\n​\n\n[Consent of H.M. Chan & Co.](ambr-20251231xex15d4.htm)\n\n​\n\n​\n\n​\n\n15.5*\n\n​\n\n[Consent of WWC, P.C.](ambr-20251231xex15d5.htm)\n\n​\n\n​\n\n​\n\n97.1*\n\n​\n\n[Policy for the Recovery of Erroneously Awarded Compensation of the Registrant](ambr-20251231xex97d1.htm)\n\n​\n\n​\n\n​\n\n101.INS*\n\n​\n\nInline XBRL Instance Document—this instance document does not appear in the Interactive Data File because its XBRL tags are not embedded within the Inline XBRL document\n\n​\n\n​\n\n​\n\n101.SCH*\n\n​\n\nInline XBRL Taxonomy Extension Schema Document\n\n​\n\n​\n\n​\n\n101.CAL*\n\n​\n\nInline XBRL Taxonomy Extension Calculation Linkbase Document\n\n​\n\n​\n\n​\n\n101.DEF*\n\n​\n\nInline XBRL Taxonomy Extension Definition Linkbase Document\n\n​\n\n​\n\n​\n\n101.LAB*\n\n​\n\nInline XBRL Taxonomy Extension Label Linkbase Document\n\n​\n\n​\n\n​\n\n101.PRE*\n\n​\n\nInline XBRL Taxonomy Extension Presentation Linkbase Document\n\n​\n\n​\n\n​\n\n104.*\n\n​\n\nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n*Filed with this annual report on Form 20-F\n\n**Furnished with this annual report on Form 20-F\n\n​\n\n​\n\n​\n\n117\n\n[Table of Contents](#TOC)\n\n**SIGNATURES**\n\nThe registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on this Form 20-F on its behalf.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Amber International Holding Limited**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBy:\n\n/s/ Michael Wu\n\n​\n\n​\n\nName:\n\nMichael Wu\n\n​\n\n​\n\nTitle:\n\nChairman of the Board of Directors and Chief Executive Officer\n\n​\n\n​\n\n​\n\n​\n\nDate: May 13, 2026\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n118\n\n[Table of Contents](#TOC)\n\nAMBER INTERNATIONAL HOLDING LIMITED\n\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\n\n​\n\n**Page**\n\n[Report of Independent Registered Public Accounting Firm](#ReportofIndependentRegisteredPublicAccou)\n\nF-2\n\n[Consolidated Statements of Financial Position as of December 31, 2023, 2024 and 2025](#CONSOLIDATEDSTATEMENTSOFFINANCIALPOSITIO)\n\nF-5\n\n[Consolidated Statements of Profit or Loss for the Years Ended December 31, 2023, 2024 and 2025](#CONSOLIDATEDSTATEMENTSOFPROFITORLOSS_771)\n\nF-6\n\n[Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2023, 2024 and 2025](#CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOS)\n\nF-7\n\n[Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2023, 2024 and 2025](#CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY_)\n\nF-8\n\n[Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2024 and 2025](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_192531)\n\nF-9\n\n[Notes to Consolidated Financial Statements](#Organizationandprincipalactivities_34003)\n\nF-10 - F-89\n\n​\n\n​\n\n​\n\nF-1\n\n[Table of Contents](#TOC)\n\n​\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​\n\n**Opinion on the Financial Statements**\n\n​\n\nWe have audited the accompanying consolidated statements of financial position of Amber International Holding Limited and its subsidiaries (the “Company”) as of December 31, 2023, 2024 and 2025, and the related consolidated statements of profit or loss, comprehensive loss, changes in shareholders’ equity, and cash flows in each of the years for the three-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, 2024 and 2025, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.\n\n​\n\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), 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), and our report dated May 13, 2026, expressed an adverse opinion.\n\n​\n\n**Basis for Opinion**\n\n​\n\nThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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\n​\n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n​\n\n​\n\nF-2\n\n[Table of Contents](#TOC)\n\n**Critical Audit Matters**\n\n​\n\nThe critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relates.\n\n​\n\nRevenue recognition – Service income from a related party\n\n​\n\nAs disclosed in Note 2.23 to the consolidated financial statements, the Company provides operational support services to a related-party’s digital asset trading platform and in return it is entitled to receive all net income generated by the related party. The revenue generated from this service contributed approximately 42% of the Company’s total revenue.\n\n​\n\nThe principal consideration for our determination that this is a critical audit matter was the high degree of auditor effort required in performing procedures related to the Company’s service income. The related party’s digital asset trading platform offers a wide range of products and services, each possessing different operating characteristics and mechanisms. This required significant audit effort to understand the underlying mechanics of each of the products and services, including assessment of the Company’s performance of the operational support services promised under the contractual arrangements. Consequently, the audit procedures performed to audit each product and services are customized based on the terms of each contract with customers and promised performance obligations to be performed by the Company.\n\n​\n\nThe primary procedures we performed to address this critical audit matter included the following, among others:\n\n​\n\n●Obtained and reviewed the service contract to understand the contractual terms and assessed the identification of performance obligation in accordance with IFRS 15 Revenue from Contracts with Customers.\n\n●Obtained relevant contracts or term sheets or supporting information to understand the transaction flows and to assess the revenue recognition in accordance with IFRS 15 Revenue from Contracts with Customers.\n\n●Performed test of details on a sampling basis and inspected the relevant supporting documents to validate performance obligation satisfied by the Company and net revenue is appropriately recognized.\n\n●Performed procedures to test the reliability of the information transacted within the trading platform, including tests of IT General Controls.\n\n​\n\nImpairment assessment of goodwill\n\n​\n\nAs disclosed in Note 16 to the consolidated financial statements, as at December 31, 2025, the carrying value of the Company’s goodwill arising from the acquisition of Sparrow Holdings Pte. Limited and its subsidiaries (collectively, the “Sparrow Group”) and iClick Interactive Asia Group Limited, the Company’s predecessor merger with Amber DWM Holding Limited accounted for as a reverse acquisition for accounting purposes (“iClick Group”), amounted to US$16,735,000 and US$36,401,000 respectively. For the purpose of the impairment assessment, management has identified Sparrow Group and iClick Group as separate cash generating units (“CGU”) to which the goodwill has been allocated.\n\n​\n\n​\n\nF-3\n\n[Table of Contents](#TOC)\n\nImpairment assessment is carried out annually and whenever there is an indication that the carrying value of the CGU may be impaired. Management used value-in-use approach based on discounted cash flow projections to assess the recoverable amounts of the CGUs. This assessment requires management to make judgements over certain key inputs for the projections in relation to revenue growth rates, terminal growth rate and discount rate. Management concluded that the recoverable amount exceeded the carrying amount and, accordingly, no impairment was recognized.\n\n​\n\nGiven the significant judgement and estimation involved in assessing the recoverable amounts, this was identified as a critical audit matter.\n\n​\n\nThe primary procedures we performed to address this critical audit matter included the following, among others:\n\n​\n\n●Evaluated the reasonableness of management’s key assumptions on revenue growth rates, gross profit margins, discount rate and terminal growth rate, by taking into consideration the current and expected future economic conditions.\n\n●Assessed the appropriateness of management’s assumptions by comparing to past historical performance and considering current developments.\n\n●Performed sensitivity analyses on the key assumptions to evaluate the effect of change in those assumptions on the recoverable amount of the CGUs.\n\n​\n\n/s/ WWC, P.C.\n\n​\n\nWWC, P.C.\n\nCertified Public Accountants\n\nPCAOB ID No. 1171\n\nWe have served as the Company’s auditor since 2024.\n\nSan Mateo, California\n\nMay 13, 2026\n\n​\n\nF-4\n\n[Table of Contents](#TOC)\n\nAMBER INTERNATIONAL HOLDING LIMITED\n\nCONSOLIDATED STATEMENTS OF FINANCIAL POSITION\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**As of January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n​\n\n**Note**\n\n​\n\n**2024**\n\n​\n\n**2024**\n\n​\n\n**2025**\n\n**Assets**\n\n \n\n  ​\n\n** **\n\n​\n\n​\n\n​\n\n** **\n\n​\n\n**Current assets**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCash and cash equivalents\n\n \n\n6\n\n \n\n793\n\n​\n\n6,277\n\n \n\n29,895\n\nTime deposits\n\n​\n\n6\n\n​\n\n—\n\n​\n\n—\n\n​\n\n836\n\nRestricted cash\n\n \n\n6\n\n \n\n—\n\n​\n\n3,049\n\n \n\n3,171\n\nDigital assets\n\n \n\n7\n\n \n\n—\n\n​\n\n3,005\n\n \n\n33,509\n\nUSDC\n\n​\n\n7\n\n​\n\n—\n\n​\n\n1,827\n\n​\n\n12,449\n\nTrade and other receivables\n\n \n\n8\n\n \n\n202\n\n​\n\n356\n\n \n\n16,625\n\nIncome tax recoverable\n\n \n\n​\n\n \n\n—\n\n​\n\n—\n\n \n\n141\n\nCollateral receivables\n\n \n\n9\n\n \n\n—\n\n​\n\n14,414\n\n \n\n3,407\n\nAmount due from related parties\n\n​\n\n31\n\n​\n\n10,532\n\n​\n\n11,533\n\n​\n\n32,341\n\nFinancial assets at fair value through profits or loss\n\n \n\n11\n\n \n\n257\n\n​\n\n264\n\n \n\n22,084\n\nCrypto assets loan receivables\n\n \n\n13\n\n \n\n7,868\n\n​\n\n69,934\n\n \n\n42,141\n\nDerivative financial assets\n\n​\n\n12\n\n​\n\n20\n\n​\n\n1,576\n\n​\n\n316\n\n​\n\n​\n\n​\n\n​\n\n19,672\n\n​\n\n112,235\n\n​\n\n196,915\n\nAssets classified as held for sale\n\n \n\n5\n\n \n\n—\n\n​\n\n—\n\n \n\n17\n\n**Total current assets**\n\n** **\n\n**  ​**\n\n** **\n\n**19,672**\n\n​\n\n**112,235**\n\n** **\n\n**196,932**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Non-current assets**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nProperty, plant and equipment\n\n​\n\n14\n\n​\n\n1\n\n​\n\n—\n\n​\n\n97\n\nIntangible assets\n\n​\n\n15\n\n​\n\n443\n\n​\n\n160\n\n​\n\n2,949\n\nGoodwill\n\n​\n\n16\n\n​\n\n16,735\n\n​\n\n16,735\n\n​\n\n53,136\n\nRight-of-use assets\n\n​\n\n20\n\n​\n\n—\n\n​\n\n704\n\n​\n\n1,484\n\nInvestment accounted for using equity method\n\n​\n\n10\n\n​\n\n—\n\n​\n\n—\n\n​\n\n90\n\nFinancial assets at fair value through profits or loss\n\n​\n\n11\n\n​\n\n—\n\n​\n\n—\n\n​\n\n1,189\n\nOther receivables\n\n​\n\n8\n\n​\n\n—\n\n​\n\n—\n\n​\n\n495\n\nDeferred tax assets\n\n​\n\n27\n\n​\n\n—\n\n​\n\n—\n\n​\n\n7\n\n**Total non-current assets**\n\n​\n\n​\n\n​\n\n**17,179**\n\n​\n\n**17,599**\n\n​\n\n**59,447**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Total assets**\n\n** **\n\n​\n\n** **\n\n**36,851**\n\n​\n\n**129,834**\n\n** **\n\n**256,379**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**LIABILITIES AND EQUITY**\n\n \n\n​\n\n \n\n​\n\n​\n\n​\n\n \n\n​\n\n**Current liabilities**\n\n \n\n​\n\n \n\n​\n\n​\n\n​\n\n \n\n​\n\nTrade and other payables\n\n \n\n17\n\n \n\n637\n\n​\n\n1,841\n\n \n\n13,427\n\nCollateral payables\n\n \n\n9\n\n \n\n—\n\n​\n\n14,414\n\n \n\n10,941\n\nContract liabilities\n\n \n\n19\n\n \n\n—\n\n​\n\n—\n\n \n\n8,575\n\nLiabilities due to customers\n\n \n\n18\n\n \n\n13,867\n\n​\n\n71,523\n\n \n\n61,351\n\nAmount due to related parties\n\n \n\n31\n\n \n\n26,875\n\n​\n\n9,980\n\n \n\n48,031\n\nDerivative financial liabilities\n\n​\n\n12\n\n​\n\n20\n\n​\n\n1,576\n\n​\n\n316\n\nLease liabilities\n\n​\n\n20\n\n​\n\n—\n\n​\n\n230\n\n​\n\n867\n\nIncome tax payable\n\n​\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n513\n\n​\n\n​\n\n​\n\n​\n\n41,399\n\n​\n\n99,564\n\n​\n\n144,021\n\nLiabilities classified as held for sale\n\n \n\n5\n\n \n\n—\n\n​\n\n—\n\n \n\n1,277\n\n**Total current liabilities**\n\n** **\n\n**  ​**\n\n** **\n\n**41,399**\n\n​\n\n**99,564**\n\n** **\n\n**145,298**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Non-current liabilities**\n\n \n\n  ​\n\n \n\n​\n\n​\n\n​\n\n \n\n​\n\nLease liabilities\n\n \n\n20\n\n \n\n—\n\n​\n\n485\n\n \n\n722\n\nAccrued liabilities\n\n​\n\n17\n\n​\n\n—\n\n​\n\n—\n\n​\n\n47\n\n**Total non-current liabilities**\n\n​\n\n​\n\n​\n\n**—**\n\n​\n\n**485**\n\n​\n\n**769**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Total liabilities**\n\n​\n\n​\n\n​\n\n**41,399**\n\n​\n\n**100,049**\n\n​\n\n**146,067**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Equity**\n\n** **\n\n​\n\n** **\n\n​\n\n​\n\n​\n\n** **\n\n​\n\nShare capital\n\n​\n\n21\n\n​\n\n1\n\n​\n\n1\n\n​\n\n424\n\nShare premium\n\n \n\n21\n\n \n\n2,999\n\n​\n\n13,499\n\n \n\n90,540\n\nTreasury shares\n\n \n\n21\n\n \n\n—\n\n​\n\n—\n\n \n\n(903)\n\nOther reserves\n\n \n\n22\n\n \n\n6,069\n\n​\n\n53,175\n\n \n\n53,390\n\nAccumulated losses\n\n \n\n​\n\n \n\n(13,617)\n\n​\n\n(36,890)\n\n \n\n(33,139)\n\n**Total equity**\n\n​\n\n​\n\n​\n\n**(4,548)**\n\n​\n\n**29,785**\n\n​\n\n**110,312**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Total equity and liabilities**\n\n** **\n\n**  ​**\n\n** **\n\n**36,851**\n\n​\n\n**129,834**\n\n** **\n\n**256,379**\n\n​\n\nThe accompanying notes are an integral part of these financial statements.\n\n​\n\nF-5\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**CONSOLIDATED STATEMENTS OF PROFIT OR LOSS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years ended December 31,**\n\n​\n\n  ​ ​ ​\n\n**Note**\n\n  ​ ​ ​\n\n**2023**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2025**\n\n**Continuing operations**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nRevenue\n\n​\n\n23, 31(a)\n\n​\n\n2,734\n\n​\n\n7,475\n\n​\n\n66,089\n\nCost of revenue\n\n \n\n​\n\n \n\n(1,565)\n\n \n\n(4,980)\n\n \n\n(16,653)\n\n**Gross profit**\n\n** **\n\n​\n\n​\n\n**1,169**\n\n** **\n\n**2,495**\n\n** **\n\n**49,436**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Operating expenses**\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\nResearch and development expenses\n\n \n\n​\n\n​\n\n(448)\n\n \n\n(452)\n\n \n\n(10,812)\n\nSales and marketing expenses\n\n \n\n​\n\n​\n\n(10)\n\n \n\n(80)\n\n \n\n(7,933)\n\nGeneral and administrative expenses\n\n \n\n​\n\n​\n\n(4,355)\n\n \n\n(7,269)\n\n \n\n(28,096)\n\n**Total operating expenses**\n\n \n\n24\n\n \n\n(4,813)\n\n \n\n(7,801)\n\n \n\n(46,841)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Operating (loss)/profit**\n\n** **\n\n​\n\n​\n\n**(3,644)**\n\n** **\n\n**(5,306)**\n\n** **\n\n**2,595**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nFinance income\n\n \n\n25\n\n \n\n—\n\n \n\n150\n\n \n\n619\n\nFinance costs\n\n​\n\n25\n\n​\n\n(145)\n\n​\n\n(46)\n\n​\n\n(71)\n\nOther gains, net\n\n \n\n26\n\n​\n\n85\n\n \n\n167\n\n \n\n2,144\n\nRealized gain/(loss) on disposal of digital assets\n\n \n\n​\n\n​\n\n100\n\n \n\n(265)\n\n \n\n(187)\n\nRealized fair value changes of digital assets on loan from related parties denominated in digital assets\n\n \n\n​\n\n​\n\n(415)\n\n \n\n41\n\n \n\n—\n\nUnrealized fair value changes of digital assets\n\n \n\n​\n\n​\n\n(200)\n\n \n\n(7)\n\n \n\n(150)\n\nUnrealized fair value changes of digital assets on loan from related parties denominated in digital assets\n\n \n\n​\n\n \n\n(9,317)\n\n \n\n(18,007)\n\n \n\n(1,302)\n\n​\n\n \n\n​\n\n​\n\n​\n\n \n\n​\n\n \n\n​\n\n**(Loss)/profit from continuing operations before share of loss from an equity investee and income tax expense**\n\n** **\n\n​\n\n​\n\n**(13,536)**\n\n** **\n\n**(23,273)**\n\n** **\n\n**3,648**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nShare of loss from an equity investee\n\n \n\n10\n\n​\n\n—\n\n \n\n—\n\n \n\n(50)\n\nIncome tax credit\n\n \n\n27\n\n \n\n—\n\n \n\n—\n\n \n\n1,067\n\n**Net (loss)/income from continuing operations**\n\n** **\n\n​\n\n​\n\n**(13,536)**\n\n** **\n\n**(23,273)**\n\n** **\n\n**4,665**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Discontinued operations**\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\nNet loss from discontinued operations\n\n \n\n5.2, 5.3\n\n \n\n—\n\n \n\n—\n\n \n\n(2,035)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Net (loss)/profit**\n\n** **\n\n​\n\n​\n\n**(13,536)**\n\n** **\n\n**(23,273)**\n\n** **\n\n**2,630**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet (loss)/profit attributable to:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOwners of Amber International Holding Limited\n\n​\n\n​\n\n​\n\n(13,536)\n\n​\n\n(23,273)\n\n​\n\n3,751\n\nNon-controlling interest\n\n​\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(1,121)\n\n​\n\n​\n\n​\n\n​\n\n**(13,536)**\n\n​\n\n**(23,273)**\n\n​\n\n**2,630**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet (loss)/profit attributable to owners of Amber International Holding Limited arises from:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nContinuing operations\n\n​\n\n​\n\n​\n\n(13,536)\n\n​\n\n(23,273)\n\n​\n\n4,665\n\nDiscontinued operations\n\n​\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(914)\n\n​\n\n​\n\n​\n\n​\n\n**(13,536)**\n\n​\n\n**(23,273)**\n\n​\n\n**3,751**\n\n​\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\nF-6\n\n[Table of Contents](#TOC)\n\nAMBER INTERNATIONAL HOLDING LIMITED\n\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n**For the years ended December 31,**\n\n​\n\n​\n\n**Note**\n\n**  ​ ​ ​**\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\nNet (loss)/profit\n\n​\n\n​\n\n​\n\n(13,536)\n\n​\n\n(23,273)\n\n​\n\n2,630\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOther comprehensive loss:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n*Item that may be reclassified subsequent to profit or loss:*\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nForeign currency translation adjustment\n\n​\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(1,309)\n\n**Comprehensive loss**\n\n​\n\n​\n\n​\n\n**(13,536)**\n\n​\n\n**(23,273)**\n\n​\n\n**1,321**\n\nComprehensive loss attributable to non-controlling interest\n\n​\n\n​\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n1,106\n\n**Comprehensive loss attributable to Amber International Holding Limited’s ordinary shareholders, net of tax US$nil**\n\n​\n\n​\n\n​\n\n**(13,536)**\n\n​\n\n**(23,273)**\n\n \n\n**2,427**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nTotal comprehensive (loss)/income attributable to:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOwners of Amber International Holding Limited\n\n​\n\n​\n\n​\n\n(13,536)\n\n​\n\n(23,273)\n\n​\n\n2,427\n\nNon-controlling interest\n\n​\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(1,106)\n\n​\n\n​\n\n​\n\n​\n\n**(13,536)**\n\n​\n\n**(23,273)**\n\n​\n\n**1,321**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Net (loss)/profit from continued operations per ADS attributable to Amber International Holding Limited**\n\n​\n\n28\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n- Basic\n\n​\n\n​\n\n​\n\n(0.2184)\n\n​\n\n(0.3756)\n\n​\n\n0.0538\n\n- Diluted\n\n​\n\n​\n\n​\n\n(0.2184)\n\n​\n\n(0.3756)\n\n​\n\n0.0538\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n** **\n\n​\n\n**Net loss from discontinued operations per ADS attributable to Amber International Holding Limited**\n\n​\n\n28\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n- Basic\n\n​\n\n​\n\n​\n\n—\n\n​\n\n—\n\n \n\n(0.0105)\n\n- Diluted\n\n​\n\n​\n\n​\n\n—\n\n​\n\n—\n\n \n\n(0.0105)\n\n​\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n​\n\nF-7\n\n[Table of Contents](#TOC)\n\nAMBER INTERNATIONAL HOLDING LIMITED\n\nCONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Total Amber**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Share**\n\n​\n\n**Share**\n\n​\n\n**Treasury**\n\n​\n\n**Other**\n\n​\n\n​\n\n​\n\n**International**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**capital**\n\n​\n\n**premium**\n\n​\n\n**shares**\n\n​\n\n**reserves**\n\n​\n\n**Accumulated**\n\n​\n\n**shareholders’**\n\n​\n\n**Non-controlling**\n\n​\n\n**Total**\n\n​\n\n**  ​ ​ ​**\n\n**(Note 21)**\n\n**  ​ ​ ​**\n\n**(Note 21)**\n\n**  ​ ​ ​**\n\n**(Note 21)**\n\n**  ​ ​ ​**\n\n**(Note 22)**\n\n**  ​ ​ ​**\n\n**losses**\n\n**  ​ ​ ​**\n\n**equity**\n\n**  ​ ​ ​**\n\n**interest**\n\n**  ​ ​ ​**\n\n**Equity**\n\n**Balance at January 1, 2023**\n\n** **\n\n**1**\n\n​\n\n**2,999**\n\n** **\n\n**—**\n\n** **\n\n**6,069**\n\n** **\n\n**(81)**\n\n** **\n\n**8,988**\n\n** **\n\n**—**\n\n** **\n\n**8,988**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet loss for the year\n\n \n\n—\n\n​\n\n—\n\n​\n\n—\n\n \n\n—\n\n​\n\n(13,536)\n\n \n\n**(13,536)**\n\n \n\n—\n\n \n\n**(13,536)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Balance at December 31, 2023**\n\n​\n\n**1**\n\n​\n\n**2,999**\n\n​\n\n**—**\n\n​\n\n**6,069**\n\n​\n\n**(13,617)**\n\n​\n\n**(4,548)**\n\n​\n\n**—**\n\n​\n\n**(4,548)**\n\n​\n\n** **\n\n​\n\n​\n\n​\n\n​\n\n​\n\n** **\n\n​\n\n​\n\n​\n\n** **\n\n​\n\n** **\n\n​\n\n** **\n\n​\n\n**Balance at January 1, 2024**\n\n​\n\n**1**\n\n​\n\n**2,999**\n\n​\n\n**—**\n\n​\n\n**6,069**\n\n​\n\n**(13,617)**\n\n​\n\n**(4,548)**\n\n​\n\n**—**\n\n​\n\n**(4,548)**\n\n​\n\n** **\n\n​\n\n​\n\n​\n\n​\n\n​\n\n** **\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n** **\n\n​\n\nNet loss for the year\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n​\n\n​\n\n(23,273)\n\n​\n\n**(23,273)**\n\n​\n\n—\n\n​\n\n**(23,273)**\n\nWaiver of related parties balances\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n47,106\n\n​\n\n—\n\n​\n\n**47,106**\n\n​\n\n—\n\n​\n\n**47,106**\n\nIssuance of Series A preference shares\n\n​\n\n—\n\n​\n\n10,500\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n**10,500**\n\n​\n\n—\n\n​\n\n**10,500**\n\n​\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Balance at December 31, 2024**\n\n​\n\n**1**\n\n​\n\n**13,499**\n\n​\n\n**—**\n\n​\n\n**53,175**\n\n​\n\n**(36,890)**\n\n​\n\n**29,785**\n\n​\n\n**—**\n\n​\n\n**29,785**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Balance at January 1, 2025**\n\n​\n\n**1**\n\n​\n\n**13,499**\n\n​\n\n**—**\n\n​\n\n**53,175**\n\n​\n\n**(36,890)**\n\n​\n\n**29,785**\n\n​\n\n**—**\n\n​\n\n**29,785**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet income for the year\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n3,751\n\n​\n\n**3,751**\n\n​\n\n(1,121)\n\n​\n\n**2,630**\n\nOther comprehensive loss\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n(1,324)\n\n​\n\n—\n\n​\n\n**(1,324)**\n\n​\n\n15\n\n​\n\n**(1,309)**\n\n**Total comprehensive income for the year**\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n**(1,324)**\n\n​\n\n**3,751**\n\n​\n\n**2,427**\n\n​\n\n**(1,106)**\n\n​\n\n**1,321**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nWaiver of related party balance\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n948\n\n​\n\n—\n\n​\n\n**948**\n\n​\n\n—\n\n​\n\n**948**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Transaction with owners in their capacity as owners:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nIssuance of ordinary shares upon consummation of merger, net of issuance cost (Note 5.1)\n\n​\n\n411\n\n​\n\n51,723\n\n​\n\n(32)\n\n​\n\n—\n\n​\n\n—\n\n​\n\n**52,102**\n\n​\n\n1,359\n\n​\n\n**53,461**\n\nIssuance of ordinary shares upon private placement, net of cost\n\n​\n\n12\n\n​\n\n25,327\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n**25,339**\n\n​\n\n—\n\n​\n\n**25,339**\n\nRepurchase of ordinary shares\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(880)\n\n​\n\n—\n\n​\n\n—\n\n​\n\n**(880)**\n\n​\n\n—\n\n​\n\n**(880)**\n\nExercise of share options and vesting of restricted shares and RSUs\n\n​\n\n—\n\n​\n\n(9)\n\n​\n\n9\n\n​\n\n—\n\n​\n\n—\n\n​\n\n**—**\n\n​\n\n—\n\n​\n\n**—**\n\nShare-based compensation expense (Note 29)\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n591\n\n​\n\n—\n\n​\n\n**591**\n\n​\n\n—\n\n​\n\n**591**\n\nDeconsolidation of discontinued operations (Note 5.3)\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n**—**\n\n​\n\n(253)\n\n​\n\n**(253)**\n\n​\n\n​\n\n**423**\n\n​\n\n**77,041**\n\n​\n\n**(903)**\n\n​\n\n**591**\n\n​\n\n**—**\n\n​\n\n**77,152**\n\n​\n\n**1,106**\n\n​\n\n**78,258**\n\n**Balance at December 31, 2025**\n\n** **\n\n**424**\n\n​\n\n**90,540**\n\n​\n\n**(903)**\n\n** **\n\n**53,390**\n\n​\n\n**(33,139)**\n\n** **\n\n**110,312**\n\n** **\n\n**—**\n\n** **\n\n**110,312**\n\n​\n\nThe accompanying notes are an integral part of these financial statements.\n\n​\n\nF-8\n\n[Table of Contents](#TOC)\n\nAMBER INTERNATIONAL HOLDING LIMITED\n\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years ended December 31,**\n\n​\n\n​\n\n**Note**\n\n**  ​ ​ ​**\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n**Cash flows from operating activities**\n\n​\n\n​\n\n​\n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nCash generated from/(used in) operating activities\n\n​\n\n30(a)\n\n​\n\n11,464\n\n​\n\n(555)\n\n​\n\n(24,887)\n\nIncome tax refunded\n\n​\n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n336\n\n**Net cash generated from/(used in) operating activities**\n\n​\n\n​\n\n** **\n\n**11,464**\n\n** **\n\n**(555)**\n\n** **\n\n**(24,551)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Cash flows from investing activities**\n\n​\n\n​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nNet cash acquired from business combination\n\n​\n\n5.1\n\n​\n\n—\n\n​\n\n—\n\n​\n\n17,841\n\nDisposal of subsidiaries, net of cash disposed\n\n​\n\n5.2\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(2,558)\n\nPurchases of property, plant and equipment\n\n​\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(92)\n\nPurchase of intangible assets\n\n \n\n​\n\n \n\n—\n\n \n\n(76)\n\n \n\n(284)\n\nDisposal of financial assets at fair value through profits or loss\n\n​\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n2,566\n\nAdditions of financial assets at fair value through profits or loss\n\n​\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(2,395)\n\nPurchase of time deposits\n\n​\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(836)\n\nPurchase of digital assets\n\n​\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(4,000)\n\nInterest received\n\n​\n\n​\n\n​\n\n—\n\n​\n\n134\n\n​\n\n497\n\n**Net cash generated from investing activities**\n\n​\n\n​\n\n \n\n**—**\n\n** **\n\n**58**\n\n** **\n\n**10,739**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Cash flows from financing activities**\n\n​\n\n​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nRepayments to related parties\n\n \n\n​\n\n \n\n(11,574)\n\n \n\n(10,518)\n\n \n\n(616)\n\nProceeds from related parties\n\n​\n\n​\n\n​\n\n10\n\n​\n\n3,010\n\n​\n\n14,235\n\nProceeds from bank borrowings, net\n\n​\n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n15\n\nPayment for principal and interest of lease liabilities\n\n​\n\n​\n\n​\n\n(247)\n\n​\n\n(11)\n\n​\n\n(796)\n\nRepurchase of ordinary shares\n\n​\n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n(880)\n\nProceeds from private placement, net of cost\n\n​\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n25,339\n\nProceeds from issuance of ordinary and preference shares\n\n​\n\n​\n\n \n\n—\n\n \n\n13,500\n\n \n\n—\n\n**Net cash (used in)/generated from financing activities**\n\n​\n\n​\n\n \n\n**(11,811)**\n\n** **\n\n**5,981**\n\n** **\n\n**37,297**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Net (decrease)/increase in cash and cash equivalents**\n\n​\n\n​\n\n** **\n\n**(347)**\n\n​\n\n**5,484**\n\n** **\n\n**23,485**\n\nCash and cash equivalents at beginning of year\n\n​\n\n​\n\n​\n\n1,140\n\n​\n\n793\n\n​\n\n6,277\n\nEffect on exchange rate changes on cash and cash equivalents\n\n​\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n133\n\n**Cash and cash equivalents at end of year**\n\n​\n\n​\n\n** **\n\n**793**\n\n​\n\n**6,277**\n\n** **\n\n**29,895**\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n​\n\n​\n\nF-9\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**1.**Organization and principal activities\n\n**1.1****Organization and nature of operation**\n\nAmber 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.\n\nAmber 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 institutional crypto financial services and solutions, and provision of online advertising, software as a service (“SaaS”) products and services. The Company’s principal operations and geographic market are in Singapore and Hong Kong.\n\nOn March 12, 2025, iClick Interactive Asia Group Limited (“iClick”), the Company’s predecessor, completed the merger with Amber DWM Holding Limited (“Amber DWM”), a Cayman Islands exempted company and the holding entity of the Group’s digital wealth management business. 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. The name of the Company was then changed from “iClick Interactive Asia Group Limited” to “Amber International Holding Limited”, and its ticker symbol from “ICLK” to “AMBR”. See Note 5.1 to the consolidated financial statements for details.\n\nThe accompanying consolidated financial statements include the financial statements of Amber International and its principal subsidiaries and VIE as follow:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Percentage of effective **\n\n** **\n\n​\n\n​\n\n​\n\n​\n\n**ownership held by the **\n\n** **\n\n**Name of subsidiary**\n\n​\n\n​\n\n​\n\n**Company**\n\n** **\n\n**(Country of incorporation and**\n\n​\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n** **\n\n**principal place of business)**\n\n**  ​ ​ ​**\n\n**Principal activities**\n\n**  ​ ​ ​**\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n** **\n\nAmber DWM Holding Ltd.(1)\n\n​\n\nHolding entity\n\n​\n\n100\n\n%\n\n100\n\n%\n\n100\n\n%\n\nSparrow Holdings Pte. Ltd. (Singapore) (2)\n\n \n\nInvestment holding\n\n​\n\n100\n\n%\n\n100\n\n%\n\n100\n\n%\n\nSparrow Tech Private Limited (Singapore) (3)\n\n \n\nDevelop digital asset platform to provide digital asset products/solutions\n\n​\n\n100\n\n%\n\n100\n\n%\n\n100\n\n%\n\nSparrow Digital Pte. Ltd. (Singapore)\n\n \n\nDevelop digital asset platform to provide digital asset products/solutions\n\n​\n\n100\n\n%\n\n100\n\n%\n\n100\n\n%\n\nSparrow Operations Private Limited (Singapore) (4)\n\n \n\nOther business support services\n\n​\n\n100\n\n%\n\n100\n\n%\n\n100\n\n%\n\nSparrow Fund Management Pte.Ltd. (Singapore) (5)\n\n \n\nFund management activities\n\n​\n\n100\n\n%\n\n100\n\n%\n\n100\n\n%\n\nAmber DWM Limited (Hong Kong) (6)\n\n \n\nCost centre\n\n​\n\n100\n\n%\n\n100\n\n%\n\n100\n\n%\n\nAmber Premium FZE (Dubai) (7)\n\n​\n\nVATP license application\n\n​\n\n—\n\n​\n\n100\n\n%\n\n100\n\n%\n\nAmber Match Limited (BVI) (8)\n\n​\n\nBusiness support services\n\n​\n\n—\n\n​\n\n100\n\n%\n\n100\n\n%\n\nAmber Trading Alfa Limited (BVI) (9)\n\n​\n\nInactive\n\n​\n\n100\n\n%\n\n—\n\n​\n\n—\n\n​\n\nMegaVoyage Holding Limited (BVI) (10)\n\n​\n\nInvestment entity\n\n​\n\n—\n\n​\n\n—\n\n​\n\n100\n\n%\n\nBetaForce Holding Limited (BVI) (11)\n\n​\n\nHolding entity\n\n​\n\n—\n\n​\n\n—\n\n​\n\n100\n\n%\n\nMacro Investment Holding Limited (BVI) (12)\n\n​\n\nInvestment entity\n\n​\n\n—\n\n​\n\n—\n\n​\n\n100\n\n%\n\nMacro Ventures Holding Limited (BVI) (13)\n\n​\n\nInvestment entity\n\n​\n\n—\n\n​\n\n—\n\n​\n\n100\n\n%\n\nBeta Major Investment Holding Limited (BVI) (14)\n\n​\n\nInvestment entity\n\n​\n\n—\n\n​\n\n—\n\n​\n\n100\n\n%\n\niClick Interactive Asia Limited (Hong Kong) (Note 5.1)\n\n​\n\nOnline advertising, SaaS products and services\n\n​\n\n—\n\n​\n\n—\n\n​\n\n100\n\n%\n\nChina Search (Asia) Limited (Hong Kong) (Note 5.1)\n\n​\n\nOnline advertising\n\n​\n\n—\n\n​\n\n—\n\n​\n\n100\n\n%\n\nCMRS Digital Solutions Limited (Hong Kong) (Note 5.1)\n\n​\n\nOnline advertising, SaaS products and services\n\n​\n\n—\n\n​\n\n—\n\n​\n\n100\n\n%\n\nVIE\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBeijing OptAim Network Technology Co., Ltd. (“Beijing OptAim”) (Note 5.1 and 5.3)\n\n \n\nDormant\n\n​\n\n—\n\n​\n\n—\n\n​\n\n100\n\n%\n\nNote:\n\n​\n\n1. Amber DWM Holding Ltd was incorporated in Cayman on November 28, 2023 and become a wholly-owned subsidiary of Amber International Holding Ltd after listing.\n\n​\n\nF-10\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**1.**Organization and principal activities (Continued)\n\n1.1**Organization and nature of operation (Continued)**\n\n2—5. Sparrow Holdings Pte. Ltd., Sparrow Tech Private Limited, Sparrow Digital Pte. Ltd., Sparrow Operations Private Limited, and Sparrow Fund Management Pte. Ltd. (collectively known as “Sparrow Group), these entities were incorporated in Singapore and acquired by Amber Global Limited on November 29, 2022. As part of the preparation for the business combination, Amber Global Limited transfers the entire issued and paid—up capital of Sparrow Group to Amber DWM Holding Limited, a wholly—owned subsidiary of Amber Global Limited on July 18, 2024. As a result of the transfer, Sparrow Group became a wholly—owned subsidiary of Amber DWM Holding Limited.\n\n6. Amber DWM Limited was incorporated in Hong Kong on January 29, 2024 and is a wholly—owned subsidiary of Amber DWM Holding Limited.\n\n7. Amber Premium FZE was incorporated in Dubai on September 24, 2024 and is a wholly—owned subsidiary of Amber DWM Holding Limited.\n\n8. Amber Match Limited was incorporated in the British Virgin Islands on May 6, 2022 as a wholly—owned subsidiary of Amber Global Limited. As part of the preparation for the business combination, Amber Global Limited transfers the entire issued capital of Amber Match Limited to Amber DWM Holding Limited on Jan 23, 2025. As a result of the transfer, Amber Match Limited became a wholly—owned subsidiary of Amber DWM Holding Limited.\n\n9. Amber Trading Alfa Limited was incorporated in the British Virgin Islands on April 8, 2022 as a wholly—owned subsidiary of Amber Technologies Limited, a subsidiary of Amber Global Limited. As part of the preparation for the business combination, Amber Technologies Limited transfers the entire issued and paid—up capital of Amber Trading Alfa Limited to Amber DWM Holding Limited on June 27, 2024. As a result of the transfer, Amber Trading Alfa Limited became a wholly—owned subsidiary of Amber DWM Holding Limited. However, this entity was disposed of by Amber DWM Holding Limited with no consideration on November 29, 2024. There is a gain of USD 5,003.92 from the disposal.\n\n10. MegaVoyage Holding Limited was incorporated in the British Virgin Islands on May 14, 2025 and is a wholly—owned subsidiary of Amber DWM Holding Limited.\n\n11. BetaForce Holding Limited was incorporated in the British Virgin Islands on May 14, 2025 and is a wholly—owned subsidiary of Amber DWM Holding Limited.\n\n12. Macro Investment Holding Limited was incorporated in the British Virgin Islands on June 30, 2025 and is a wholly—owned subsidiary of Amber DWM Holding Limited.\n\n13. Macro Ventures Holding Limited was incorporated in the British Virgin Islands on and is a wholly—owned subsidiary of Amber DWM Holding Limited.\n\n14. Beta Major Investment Holding Limited was incorporated in the British Virgin Islands on and is a wholly—owned subsidiary of Amber DWM Holding Limited.\n\n​\n\nF-11\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**1.****Organization and principal activities (Continued)**\n\n**1.2****Variable interest entity**\n\nThe PRC laws and regulations prohibit or restrict foreign ownership of companies that provide internet—based business, which include activities and services provided by the Group. The Group operates its business operations in the PRC through a series of contractual arrangements (“Structured Contracts”) entered into among the Company, its wholly—owned subsidiary (“WOFE”), VIE that is legally owned by individual (“Nominee Shareholder”) authorized by the Group (collectively, “Contractual Arrangements”).\n\nUnder the Contractual Arrangements, the Company has the power to control the management, and financial and operating policies of the VIE, has exposure or rights to variable returns from its involvement with the VIE, and has the ability to use its power over the VIE to affect the amount of the returns. As a result, VIE is accounted for as consolidated structured entities of the Company and its financial statements have been consolidated by the Company.\n\nAmber International’s relationships with Beijing OptAim and its shareholders are governed by the following contractual arrangements:\n\n●Cooperative Agreement\n\nUnder the cooperative agreement between WOFE and Beijing OptAim, WOFE has the exclusive right to provide to Beijing OptAim, among others, technical consulting, technical support, business consulting, and appointment and dismissal of employees. WOFE will collect a fee from Beijing OptAim to be determined at the sole discretion of WOFE. The term of this agreement will not expire unless WOFE provides prior written notice to Beijing OptAim.\n\n●Purchase Option Agreement\n\nThe parties to the purchase option agreement are WOFE, Beijing OptAim and each of the shareholders of Beijing OptAim. Under the purchase option agreement, each of the shareholders of Beijing OptAim irrevocably granted WOFE or its designated representative(s) an exclusive option to purchase, to the extent permitted under PRC law, all or part of its equity interests in Beijing OptAim. WOFE or its designated representative(s) have sole discretion as to when to exercise such options, either in part or in full. Without prior written consent from WOFE, Beijing OptAim’s shareholders shall not sell, transfer, mortgage or otherwise dispose their equity interests in Beijing OptAim. The agreement will not expire until all shares of Beijing OptAim are transferred to WOFE or its designated representative(s).\n\n●Power of Attorney\n\nPursuant to the irrevocable power of attorney executed by the shareholders of Beijing OptAim, Beijing OptAim appointed WOFE as its attorney—in—fact to exercise all shareholders’ rights in Beijing OptAim, including, without limitation, the power to vote on all matters of Beijing OptAim.\n\nBeijing OptAim requires shareholder approval under PRC laws and regulations and the articles of association of Beijing OptAim. The power of attorney will remain in force until WOFE provides prior written notice to Beijing OptAim.\n\n​\n\nF-12\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**1.****Organization and principal activities (Continued)**\n\n**1.2****Variable interest entity (Continued)**\n\n●Power of Attorney (Continued)\n\nPursuant to the pledge agreement between WOFE and the shareholders of Beijing OptAim, the shareholders of Beijing OptAim have pledged all of their equity interests in Beijing OptAim to WOFE to guarantee the performance byBeijing OptAim under the cooperative agreement, purchase option agreement, and powers of attorney. If Beijing OptAim and/or its shareholders breach their contractual obligations under those agreements, WOFE, as pledgee, will be entitled to certain rights, including the right to sell the pledged equity interests. Under the pledge agreement, the shareholders of Beijing OptAim are not able to provide any other guarantee by pledging the shares of Beijing OptAim, transfer or sell their pledged shares to other individual, change share capital of Beijing OptAim or transfer or sell the assets out of Beijing OptAim. The shareholders of Beijing OptAim have completed the registration of the equity pledge with the relevant office of the Administration for Industry and Commerce in accordance with the PRC Property Rights Law on June 21, 2017.\n\nAs of December 31, 2025, the total assets of Beijing OptAim (excluding amounts due from subsidiaries of the Company) were US$17, mainly comprising other current assets. As of December 31, 2025, the total liabilities of Beijing OptAim (excluding amounts due to subsidiaries of the Company) were US$1,277, mainly comprising lease liabilities, income tax payable and other current liabilities.\n\nIn accordance with the aforementioned agreements, Amber International has the power to direct activities of Beijing OptAim, and can have assets transferred out of Beijing OptAim. Therefore Amber International considers that there is no asset in Beijing OptAim that can be used only to settle obligations of Beijing OptAim, except for registered capital and PRC statutory reserves of Beijing OptAim amounting to US$1,809, as of December 31, 2025. As Beijing OptAim was incorporated as limited liability companies under the PRC Company Law, the creditors do not have recourse to the general credit of Amber International for all the liabilities of Beijing OptAim. Currently there is no contractual arrangement that could require Amber International to provide additional financial support to Beijing OptAim.\n\nThere is no VIE where Amber International has variable interest but is not the primary beneficiary. In the opinion of Amber International’s management, the contractual arrangements among WOFE, VIE and the Nominee Shareholder are in compliance with current PRC laws and are legally binding and enforceable.\n\nAmber International’s ability to control Beijing OptAim also depends on the power of attorney and the effect of the share pledge under the Pledge Agreement and the WOFE has to vote on all matters requiring shareholder approval in Beijing OptAim. As noted above, Amber International believes this power of attorney is legally enforceable but may not be as effective as direct equity ownership.\n\n​\n\nF-13\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.**Material accounting policy information\n\n**2.1**Basis of preparation\n\nThe consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) under the historical cost convention, as modified by financial assets at FVTPL, digital assets, crypto assets loan receivable, collateral receivable, collateral payable, liabilities due to customers and derivatives which are measured at fair value.\n\nThe preparation of financial statements in conformity with IFRS Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4 to the consolidated financial statements.\n\n​\n\n(a)Amendments to the accounting standards adopted\n\n​\n\nIAS 21 and IFRS 1                Lack of Exchangeability (amendments)\n\nThe adoption of the amendments to standards does not have material impact on the consolidated financial statements of the Group\n\n(b)New standards, amendments to standards and annual improvements issued that are not yet effective\n\n​\n\n**  ​ ​ ​**\n\n**Effective for********annual periods********beginning on or********after**\n\n** **\n\nIFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments and Contracts Referencing Nature-dependent Electricity (amendments)\n\n​\n\n1 January 2026\n\n​\n\nIFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7: Annual Improvements to IFRS Accounting Standards — Volume 11 (amendments)\n\n​\n\n1 January 2026\n\n​\n\nIFRS 18: Presentation and Disclosure in Financial Statements\n\n​\n\n1 January 2027\n\n​\n\nIFRS 19: Subsidiaries without Public Accountability: Disclosures\n\n​\n\n1 January 2027\n\n​\n\nIFRS 10 and IAS 28: Sale or contribution of assets between an investor and its associate or joint venture (amendments)\n\n​\n\nTo be determined\n\n​\n\n​\n\nThe Group is in the process of making an assessment of the impact of these new standards, amendments to standards and annual improvement upon initial application. The adoption of IFRS 18 will not affect the recognition or measurement of items in the consolidated financial statements. It mainly has impacts on presentation and disclosure of income and expenses and adds new disclosure requirements on management—defined performance measures within the consolidated financial statements. Except for IFRS 18, none of these is expected to have significant impact on the consolidated financial statements of the Group.\n\n**2.2****Basis of consolidation**\n\nConsolidation\n\nThe consolidated financial statements include the financial statements of the Company, its subsidiaries and VIE.\n\nF-14\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.**Material accounting policy information (Continued)\n\n**2.2**Basis of consolidation (Continued)\n\nConsolidation (Continued)\n\nSubsidiaries are all entities (including VIE) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.\n\nIntercompany transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.\n\nNon-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of financial position, statement of comprehensive income and statement of changes in shareholders’ equity, respectively.\n\nWhen the Group ceases to consolidate a subsidiary because of a loss of control, any retained interests in the entity are remeasured to its fair value with the change in carrying amount recognized in profit or loss. This fair value becomes the initial carrying amount for the purpose of subsequently accounting for the retained interests as an associate, a joint venture or a financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRS Accounting Standards.\n\n**2.3****Business combination**\n\nThe Group applies the acquisition method to account for business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the:\n\n●fair value of the assets transferred;\n\n●liabilities incurred to the former owners of the acquired business;\n\n●equity interests issued by the Group;\n\n●fair value of any asset or liability resulting from a contingent consideration arrangement; and\n\n●fair value of any pre—existing equity interest in the subsidiary.\n\nIdentifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair value at the acquisition date. The Group recognizes any non-controlling interest in the acquired entity on an acquisition—by—acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets.\n\nAcquisition—related costs are expensed as incurred.\n\nThe excess of the consideration transferred, amount of any non-controlling interests in the acquiree, and the acquisition—date fair value of any previous equity interests in the acquire over the fair value of the identifiable net assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net assets of the business acquired in the case of a bargain purchase, the difference is recognized directly in the profit or loss.\n\nF-15\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.**Material accounting policy information (Continued)\n\n**2.3**Business combination (Continued)\n\nBusiness combination under common control\n\nThe Group accounts for the business combination between entities under common control using the predecessor accounting. For predecessor accounting:\n\n●Assets and liabilities of the acquired entity are stated at predecessor carrying value. Fair value measurement is not required.\n\n●No new goodwill arises in predecessor accounting.\n\n●Any difference between the consideration given and the aggregate carrying value of the assets and liabilities of the acquired entity at the date of the transaction is included in equity in retained earnings or in a separate reserve.\n\nThe Group does not restate any assets and liabilities of the acquired entity. The assets and liabilities of the acquired entity are consolidated using the predecessor’s amounts from the controlling party’s perspective. No new goodwill is recorded. Any difference between the cost of investment and the carrying value of the net assets is recorded in equity as merger reserve.\n\n**2.4****Investment accounted for using equity method**\n\nAssociate\n\nAssociates are all entities over which the Group has significant influence but not control or joint control, generally but not necessarily accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognized at cost.\n\nEquity method\n\nUnder the equity method of accounting, the investments are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the post—acquisition profits or losses of the investee in profit or loss, and the Group’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognized as a reduction in the carrying amount of the investment.\n\nWhen the Group’s share of losses in an equity—accounted investment equals or exceeds its interest in the entity, including any other unsecured long—term receivables, the Group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the other entity.\n\nUnrealized gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interest in these entities. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group.\n\nThe Group determines at each reporting date whether there is any objective evidence that investments accounted for using the equity method, including investments in associates and joint ventures, are impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the investment and its carrying amount and recognizes the amount in “other gains, net”.\n\nF-16\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.**Material accounting policy information (Continued)\n\n**2.5****Foreign currency translation**\n\n(i)Functional and presentation currency\n\nThe presentation currency of Amber International is the United States dollars (“US$”). Amber International is a holding company engaged in capital raising and financing activities denominated in US$. As such, Amber International’s functional currency has been determined to be the US$. The functional currency of Amber International’s subsidiaries is the local currency of the country in which they are domiciled.\n\n(ii)Transactions and balances\n\nMonetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange existing at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into the functional currency at the applicable rates of exchange prevailing at the transaction date.\n\nForeign exchange gains and losses are presented in the consolidated statements of profit or loss within “other gains, net”.\n\nNon-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on nonmonetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as fair value through other comprehensive income are recognised in other comprehensive income.\n\n(iii)Group companies\n\nThe results and financial positions of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:\n\n●assets and liabilities for each statement of financial position presented are translated at the closing rate at the end of the reporting period;\n\n●income and expenses for each income statement and statement of comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and\n\n●all resulting exchange differences are recognised in other comprehensive income.\n\n(iv)Disposal of foreign operation\n\nOn the disposal of a foreign operation (this is, a disposal of the Group’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, or a disposal involving loss of joint control over a joint venture that includes a foreign operation), all of the currency translation differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.\n\nF-17\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.****Material accounting policy information (Continued)**\n\n**2.6****Segment reporting**\n\nOperating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision—maker (“CODM”), who is responsible for allocating resources and assessing performance of the operating segments. The CODM is comprised of certain members of Amber International’s management team, including the board of directors and chief executive officer.\n\nThe Group’s organizational structure is based on a number of factors that the CODM uses to evaluate, view and run its business operations which include, but are not limited to, customer base, homogeneity of products and technology. The CODM who allocates resources to and assesses the performance of each operating segment using information about the operating segment’s revenue and income/(loss) from operations. The CODM does not evaluate operating segments using asset or liability information.\n\n**2.7**Property, plant and equipment\n\nAll items of property, plant and equipment are initially recorded at cost. Subsequent to recognition, property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. The cost of property, plant and equipment includes its purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Dismantlement, removal or restoration costs are included as part of the cost of property, plant and equipment if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the property, plant and equipment.\n\nThe projected cost of dismantlement, removal or restoration is also recognized as part of the cost of property, plant and equipment if the obligation for the dismantlement, removal or restoration is incurred as a consequence of either acquiring the asset or using the asset for purpose other than to produce inventories.\n\nDepreciation is calculated using the straight—line method to allocate depreciable amounts over their estimated useful lives. The estimated useful lives are as follows:\n\n​\n\nComputer equipment\n\n  ​ ​ ​\n\n3 years\n\nFurniture and fittings\n\n​\n\n3 years\n\nOffice equipment\n\n​\n\n3 years\n\nLeasehold improvement\n\n​\n\nOver lease term\n\nLease premise\n\n​\n\nOver lease term\n\n​\n\nFully depreciated property, plant and equipment are retained in the financial statements until they are no longer in use.\n\nThe residual values, useful lives and depreciation method are reviewed at the end of each reporting period, and adjusted prospectively, if appropriate.\n\nAn item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in unaudited condensed consolidated statements of profit or loss.\n\n​\n\nF-18\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.****Material accounting policy information (Continued)**\n\n**2.8**Intangible assets\n\nIntangible assets mainly consist of computer software and systems, customer relationship, brand name, trademark acquired through the acquisitions of subsidiaries and contract backlog. Identifiable intangible assets are carried at acquisition cost less accumulated amortization and impairment loss, if any. Amortization of finite lived intangible assets is computed using the straight—line method over the following estimated useful lives, which are as follows:\n\n​\n\n​\n\n​\n\n​\n\nComputer software and systems\n\n  ​ ​ ​\n\n2—5 years\n\nCustomer relationship\n\n​\n\n4—5 years\n\nBrand Name\n\n​\n\n4 years\n\nTrademark\n\n​\n\n10 years\n\nContract backlog\n\n​\n\n3 years\n\n​\n\n**2.9**Goodwill\n\nGoodwill 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.\n\nGoodwill 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.\n\n**2.10**Impairment of non-financial assets\n\nIntangible assets and goodwill that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (CGUs). Non—financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.\n\n​\n\nF-19\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.****Material accounting policy information (Continued)**\n\n**2.11**Financial instruments\n\nFinancial assets\n\n(a)Classification\n\nThe Group classifies its financial assets in the following measurement categories:\n\n●those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss), and\n\n●those to be measured at amortised cost.\n\nThe classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (“FVOCI”). The Group reclassifies debt investments when and only when its business model for managing those assets changes.\n\n(b)Initial recognition and measurement\n\nFinancial assets are recognized when, and only when the entity becomes party to the contractual provisions of the instruments.\n\nAt initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (“FVPL”), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.\n\nTrade receivables are measured at the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of a third party, if the trade receivables do not contain a significant financing component at initial recognition.\n\n(c)Subsequent measurement\n\n*Equity instruments*\n\nAny subsequent changes in fair value of equity instruments are recognized in profit or loss. However, for investments in equity instruments which are not held for trading, the Group may make an irrevocable election at initial recognition to present subsequent changes in fair value of the investments in other comprehensive income. Additionally, the investment in ordinary shares with significant influence can only be accounted for using the equity method with limited exceptions.\n\n*Debt instruments*\n\nSubsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the contractual cash flow characteristics of the asset. The three measurement categories for classification of debt instruments are amortized cost, FVOCI and FVPL.\n\nF-20\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.****Material accounting policy information (Continued)**\n\n**2.11**Financial instruments (Continued)\n\nFinancial assets (Continued)\n\n(c)Subsequent measurement (Continued)\n\n*At amortized cost*\n\nFinancial assets that are held for the collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Financial assets are measured at amortized cost using the effective interest method, less impairment. Gains and losses are recognized in profit or loss when the assets are derecognized or impaired, and through the amortization process.\n\n*At fair value through other comprehensive income*\n\nFinancial assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Financial assets measured at FVOCI are subsequently measured at fair value. Any gains or losses from changes in fair value of the financial assets are recognized in other comprehensive income, except for impairment losses, foreign exchange gains and losses and interest calculated using the effective interest method are recognized in profit or loss. The cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment when the financial asset is derecognized.\n\n*At fair value through profit or loss*\n\nAssets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. A gain or loss on a debt instrument that is subsequently measured at FVPL and is not part of a hedging relationship is recognized in profit or loss in the period in which it arises.\n\n(d)Impairment\n\nThe Group recognizes an allowance for expected credit losses (“ECLs”) for all debt instruments not held at FVPL. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.\n\nECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next twelve‑months (a twelve‑month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is recognized for credit losses expected over the remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).\n\nFor trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward—looking factors specific to the debtors and the economic environment which could affect debtors’ ability to pay.\n\nF-21\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.****Material accounting policy information (Continued)**\n\n**2.11**Financial instruments (Continued)\n\nFinancial assets (Continued)\n\n(d)Impairment (Continued)\n\nThe Group considers a financial asset in default when contractual payments are 60 —180 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.\n\n(e)Derecognition\n\nA financial asset is derecognized where the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognized in other comprehensive income for debt instruments is recognized in profit or loss.\n\n(f)Derivatives\n\nA derivative financial instrument is initially recognized at its fair value on the date the contract is entered into and is subsequently carried at its fair value. Fair value changes on derivatives that are not designated or do not qualify for hedge accounting are recognized in profit or loss when the changes arise.\n\nFinancial liabilities\n\n(a)Initial recognition and measurement\n\nFinancial liabilities are recognized when, and only when, the Group becomes a party to the contractual provisions of the financial instrument. The Group determines the classification of its financial liabilities at initial recognition.\n\nAll financial liabilities are recognised initially at fair value plus in the case of financial liabilities not at FVPL, net of directly attributable transaction costs.\n\n(b)Subsequent measurement\n\nAfter initial recognition, financial liabilities that are not carried at FVPL are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process.\n\n(c)Derecognition\n\nA financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. On derecognition, the difference between the carrying amounts and the consideration paid is recognised in profit or loss.\n\n(d)Offsetting of financial instruments\n\nFinancial assets and liabilities are offset and the net amount reported in the statements of financial position when there is a legally enforceable right to offset and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.\n\nF-22\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.****Material accounting policy information (Continued)**\n\n**2.12****Collateral receivables and collateral payables**\n\nThe Group enters into structured product arrangements with customers that require the customers to pledge crypto assets as collateral. Collateral received from customers are held either in the third—party trust accounts or third—party custodian platforms, which are recorded under “collateral receivables” in the consolidated statements of financial position. Crypto assets pledged as collateral are initially measured at fair value on the date of receipt and subsequently re—measured at each reporting date, with changes in fair value recognized in the financial statements. The Group maintains operational control over these assets, including private key access for third—party trust account collateral and monitoring rights for third—party custodian platforms collateral. Under the contract terms, customers retain legal ownership of the collateral, and the Group is obligated to return the same type and quantity of crypto assets upon contract settlement, assuming no default.\n\nCrypto assets received from customers is the Group’s obligation to return, such obligations are recorded under “collateral payables” at fair value. Changes in the fair value of this liability are recognized in net income. The Group offsets these fair value adjustments against corresponding changes in “collateral receivables” where applicable, given the back—to—back nature of customer contracts and hedging arrangements.\n\n**2.13**Digital assets\n\nThe Group’s digital asset portfolio mainly comprises cryptocurrencies and since the Group actively trades cryptocurrencies, acquiring them with a view to their resale in the near future for the ordinary course of business. The Group applies the guidance in IAS 2 Inventories for commodity broker—traders and measures the digital assets at fair value less costs to sell. The Group considers there are no significant “costs to sell” digital assets and hence measurement of digital assets is based on their fair values with changes in fair values recognized in profit or loss in the period of the changes.\n\nDigital assets held for customers or placed with counterparties\n\nDigital assets are recognized as the Group’s assets when the Group has present rights to the digital assets and the right to an economic benefit and control others’ access to the benefit. If it is determined that the Group has the control over the digital asset, the Group recognizes digital assets held for customers as its asset and recognizes a corresponding liability due to its customer for the digital assets in its financial statements.\n\nUSD Coin (“USDC”)\n\nUSDC is a type of cryptocurrency that is backed by reserve assets in the traditional financial system, such as cash and cash equivalents, or securities. USDC is a stable coin redeemable on a one—to—one basis for United States dollars. Thus, it is accounted as a financial instrument amortized at cost recorded in consolidated statements of financial position of the Group.\n\n**2.14****Crypto assets loan receivables**\n\nThe Group subscribes to Earn products for a fixed-term (ranging from 1 to 365 days) or flexible arrangement to earn interest on a digital asset platform operated by a related party by providing digital assets to such platform. Pursuant to the subscription agreements, upon the Group’s subscription to an Earn product, all right, title and interest in and to the principal are transferred to the platform free and clear of any liens, claims, charges or encumbrances or any other interest of the Group or of any third party. The platform does not act as a custodian, depositary or trustee with respect to the principal or earnings for the Group. The substance of these wealth management products is a loan extended by the Group, as lender, to the platform, as borrower.\n\nAt the inception of the loan, the Group derecognizes the digital assets lent and recognizes a “Crypto Assets Loan Receivable”, reflecting its transfer of control over the crypto assets and its contractual right to receive the principal crypto assets and interest from the borrower.\n\nF-23\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.****Material accounting policy information (Continued)**\n\n**2.14****Crypto assets loan receivables (Continued)**\n\nThe crypto assets loan receivable exposes the Group to the credit risk of the borrower and price risk of the underlying crypto asset. Accordingly, it comprises (i) a receivable representing principal and interest, which is initially measured at the fair value of the underlying crypto assets less allowance for expected credit losses, and (ii) an embedded forward feature arising from changes in the fair value of the underlying crypto assets, which is measured at fair value through profit or loss at each reporting period. Interest income earned on the loan is recognized separately and measured at the fair value of the interest received or receivable. Any difference between the carrying amount of the lent digital assets and their fair value is recognized in profit or loss.\n\n**2.15**Lease\n\nWhen the Group is the lessee\n\nAt the inception of the contract, the Group assesses if the contract contains a lease. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Reassessment is only required when the terms and conditions of the contract are changed.\n\nRight-of-use assets\n\nThe Group recognizes a right-of-use asset and lease liability at the date which the underlying asset is available for use. right-of-use assets are measured at cost which comprises the initial measurement of lease liabilities adjusted for any lease payments made at or before the commencement date and lease incentives received. Any initial direct costs that would not have been incurred if the lease had not been obtained are added to the carrying amount of the right-of-use assets.\n\nThese right-of-use assets are subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.\n\nLease liabilities\n\nThe initial measurement of a lease liability is measured at the present value of the lease payments discounted using the interest rate implicit in the lease, if the rate can be readily determined. If that rate cannot be readily determined, the Group shall use its incremental borrowing rate.\n\nLease payments include the following:\n\n●Fixed payments (including in-substance fixed payments), less any lease incentives receivable;\n\n●Variable lease payments that are based on an index or rate, initially measured using the index or rate as at the commencement date;\n\n●Amounts expected to be payable under residual value guarantees;\n\n●The exercise price of a purchase option if the Group is reasonably certain to exercise the option; and\n\n●Payment of penalties for terminating the lease, if the lease term reflects the Group exercising that option.\n\nFor a contract that contains both lease and non-lease components, the Group allocates the consideration to each lease component on the basis of the relative stand-alone prices of the lease and non-lease components. The Group has elected to not separate lease and non-lease components for property leases and account these as one single lease component.\n\n​\n\nF-24\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.****Material accounting policy information (Continued)**\n\n**2.15**Lease (Continued)\n\nLease liabilities (Continued)\n\nLease liabilities are measured at amortized cost using the effective interest method. Lease liabilities shall be remeasured when:\n\n●There is a change in future lease payments arising from changes in an index or rate;\n\n●There is a change in the Group’s assessment of whether it will exercise an extension option; or\n\n●There is a modification in the scope or the consideration of the lease that was not part of the original term.\n\n​\n\nLease liabilities are remeasured with a corresponding adjustment to the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.\n\nShort-term and low-value leases\n\nThe Group has elected to not recognize right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and leases of low-value leases, except for sublease arrangements. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis over the lease term.\n\n**2.16****Liabilities due to customers**\n\nLiabilities due to customers arise from arrangements under which the Group receives assets (either crypto assets or cash) from customers and contractually agrees to return assets to customers at a specified maturity date or upon redemption. The Group’s obligation to customers is denominated in crypto assets or reflects the performance of underlying fund investments.\n\nThese liabilities expose the Group to price risk or fair value fluctuations of the underlying assets. Accordingly, the Group classifies these liabilities as financial liabilities at fair value through profit or loss. They are initially recognized at the fair value of the assets received on the inception date. Subsequently, they are measured at fair value at each reporting date, with changes in fair value recognized in profit or loss in the period in which they arise.\n\nThe Group has designated these liabilities as at fair value through profit or loss because this designation eliminates or significantly reduces a measurement inconsistency that would otherwise arise from measuring the related assets (including crypto assets and fund investments) at fair value through profit or loss.\n\n**2.17****Cash and cash equivalents, restricted cash and time deposits**\n\nCash and cash equivalents in the consolidated statements of financial position comprise cash on hand and cash in bank, which have original maturities of three months or less and are readily convertible to known amounts of cash.\n\nRestricted cash represented bank deposits in accounts that are restricted as to withdrawal for use or pledged as. For restriction which is expected to be released within one year of the balance sheet date, the respective restricted cash balance is classified as current.\n\nTime deposits with financial institutions that have maturities of more than three months but less than twelve months are classified as current assets. These deposits are not considered cash and cash equivalents as they are subject to more than insignificant risk of changes in value.\n\nF-25\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.****Material accounting policy information (Continued)**\n\n**2.18****Share capital**\n\nOrdinary shares\n\nOrdinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.\n\n**2.19**Current and deferred income tax\n\nCurrent income tax\n\nCurrent income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a tax authority will accept an uncertain tax treatment. The Group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.\n\nDeferred income tax\n\nDeferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.\n\nA deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.\n\nA deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised.\n\nDeferred income tax is measured:\n\n(i)at the tax rates that are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and\n\n(ii)based on the tax consequence that will follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amounts of its assets and liabilities.\n\nCurrent and deferred income taxes are recognised as income or expense in profit or loss, except to the extent that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition.\n\nThe Group accounts for investment tax credits (for example, productivity and innovation credit) similar to accounting for other tax credits where a deferred tax asset is recognised for unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax credits can be utilised.\n\nF-26\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.****Material accounting policy information (Continued)**\n\n**2.19****Current and deferred income tax (Continued)**\n\nOffsetting\n\nDeferred tax assets and liabilities are offset where there is a legally enforceable right to offset current income tax assets against current income tax liabilities and where the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.\n\n**2.20**Provisions\n\nProvisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount of the obligation can be estimated reliably.\n\nThe Group recognizes the estimated costs of dismantlement, removal or restoration of items of property, plant and equipment arising from the acquisition or use of assets. This provision is estimated based on the best estimate of the expenditure required to settle the obligation, taking into consideration time value of money.\n\n**2.21****Contract liabilities**\n\nThe Company receives prepayments for services in advance of service performance from certain customers. The amounts received in advance are recorded as contract liabilities and recognized as revenue in the period which the corresponding services are performed.\n\n**2.22****Share-based compensation**\n\nThe Group grants stock—based awards, including share options and restricted share units (“RSU”s) of Amber International, to eligible employees, officers, directors, and non—employee consultants. The fair value of the services received in exchange for the grant of the equity instruments is recognized as Share-based compensation with a corresponding increase in equity.\n\nUnder the fair value recognition provisions, Share-based compensation costs are measured at the grant date. The Share-based compensation expenses have been categorized as either general and administrative expenses, sales and marketing expenses or research and development expenses, depending on the job functions of the grantees. For the options and RSUs granted to employees, the compensation expense is recognized using the graded—vesting attribution approach over the requisite service period, which is generally the vesting period.\n\nForfeitures are estimated at the time of grant, with such estimate updated periodically and with actual forfeitures recognized currently to the extent they differ from the estimate. In determining the fair value of Amber International’s share options, the binomial option pricing model has been applied. The fair value of RSUs is determined with reference to the fair value of the underlying shares.\n\nA change in any of the terms or conditions of equity based awards shall be accounted for as a modification of the award. The effect of modification is recognized for any modification that increases the total fair value of the Share-based payment arrangement, or is otherwise beneficial to the employees and non—employees, as measured at the date of modification. Modifications of an equity—settled Share-based award in a manner that is not beneficial to employees or non—employees are not taken into account when determining the expenses to be recognized.\n\n​\n\nF-27\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.****Material accounting policy information (Continued)**\n\n**2.23****Revenue**\n\nRevenue is recognized when performance obligation is satisfied by transferring a promised service to a customer.\n\nThe Group considers the following when determining if a contract exists under which the performance obligations have been satisfied: (i) contract approval by all parties, (ii) identification of each party’s rights regarding the goods or services to be transferred, (iii) specified payment terms, (iv) commercial substance of the contract, and (v) collectability of substantially all of the consideration is probable. Collectability is assessed based on a number of factors, including the creditworthiness of a customer, the size and nature of a customer’s business and transaction history. The Group recognizes revenue when a performance obligation is satisfied, i.e., when “control” of the goods underlying the particular performance obligations is transferred to customers.\n\nDepending on the terms of the contract and the laws that are applied to the contract, control of the services and goods may be transferred over time or at a point in time. Service is provided over time if the Company’s performance: (1) provides all of the benefits received and consumed simultaneously by the customer; or (2) creates and enhances an asset that the customer controls as the Company performs.\n\nIf service transfers over time, revenue is recognised over the period of the contract by reference to the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognised at a point in time when the customer obtains control of the service.\n\nSpecifically, the Group uses a five-step approach to recognise revenue:\n\n●Step 1: Identify the contract(s) with a client\n\n●Step 2: Identify the performance obligations in the contract\n\n●Step 3: Determine the transaction price\n\n●Step 4: Allocate the transaction price to the performance obligations in the contract\n\n●Step 5: Recognize revenue when (or as) the Company satisfies a performance obligation\n\nThe following is a description of the accounting policy for the principal revenue streams of the Group.\n\nThe Group’s Digital Assets Services and Solutions segment revenue comprise:\n\n(i)\n\nrevenue generated from the Group’s own platform and service activities for which the Group contracts directly with customers or counterparties through its consolidated entities and\n\n(ii)revenue derived from Assigned Contract arrangements with non-consolidated related parties, as described below.\n\nOn March 12, 2025, the Company completed its business combination, aligning its operations under the Amber Premium brand to drive continuous business expansion. On the same day, the Group entered into an Assigned Contract with WhaleFin Technologies Limited (“WFTL”), a related party not consolidated within the Group’s financial statements. Pursuant to the Assigned Contract, effective from January 1, 2025, the Group is entitled to the economic interests generated by WFTL. Under this arrangement, the Group provides operational support services to WFTL, through its wholly-owned subsidiary Amber Match Limited. As consideration for these services, Amber Match Limited receives service income, representing all net income generated by WFTL from each of the products and services offered in its platform during the contract period (“service income”).\n\nF-28\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.****Material accounting policy information (Continued)**\n\n**2.23****Revenue (Continued)**\n\n(ii)revenue derived from Assigned Contract arrangements with non-consolidated related parties, as described below (Continued)\n\nOn October 28, 2025, the WFTL Assigned Contract business was transferred to AG Global Technology Limited Inc. (“AG Global”), another related party not consolidated within the Group’s financial statements. The intercompany service arrangement remains in effect with AG Global under substantially similar terms, and the Group continues to be entitled to the economic interests generated by the same underlying business.\n\nIdentification of Performance Obligations\n\nThe Group provides a comprehensive suite of operational support services under the Assigned Contract, which includes:\n\n●Operational, mid-office, and administrative support;\n\n●Booking and settlement of trades;\n\n●Transaction and risk monitoring;\n\n●Onboarding of counterparties and “know-your-client” (KYC) procedures;\n\n●Compliance and regulatory support, including reporting and filings;\n\n●Data management, cyber, and information security; and\n\n●Other activities required to support the customer’s transaction activities.\n\nThe Group has assessed that these services are highly interrelated and interdependent. They function as a continuous, integrated solution necessary to maintain the customer’s platform operations, as the customer cannot benefit from any single activity on a standalone basis. Accordingly, these services are accounted for as a single performance obligation.\n\nDetermination of Transaction Price\n\nThe consideration is variable and is determined based on 100% of the net income generated by the Assigned Contracts. This is calculated as the balance of the gross income generated less all associated costs incurred in connection with the performance of said contracts. The Group has concluded that it is entitled to consideration in an amount that corresponds directly with the value of its performance, as the Group provides the entire operational infrastructure and support required to generate the economic interests.\n\n​\n\nF-29\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.****Material accounting policy information (Continued)**\n\n**2.23****Revenue (Continued)**\n\nRevenue Recognition\n\nRevenue from the Assigned Contract is recognized over time using the output method as the customer simultaneously receives and consumes the benefits of the Group’s performance as the services are rendered. As a practical expedient under IFRS 15, the Group recognizes revenue in the amount to which it has a right to invoice, which reflects the value of the services transferred to the customer to date. Pursuant to the agreement, fees are calculated and invoiced on a monthly basis. There is no significant financing component as the settlement is typically required within 30 days upon issuance of the invoice.\n\nDisaggregation of Revenue\n\nAlthough the Assigned Contract with AG Global (as successor to WFTL) constitutes a single performance obligation, IFRS 15 requires entities to disaggregate revenue into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.\n\nManagement monitors and evaluates the financial performance of both (i) revenue generated from the Group’s own platform and service activities and (ii) revenue generated from Assigned Contract arrangements with non-consolidated related parties, based on the following categories:\n\n●Wealth management solutions\n\n●Execution service solutions\n\n●Payment service solutions\n\nThese categories are regularly reviewed by the Group’s chief operating decision maker (“CODM”) for evaluating financial performance and are used for internal management and transfer pricing purposes. This reflects how different economic inputs (i.e., different operational departments and resources) contribute to the single service output, even though the obligation to the customer remains unified.\n\nFollowing the business combination completed on March 12, 2025, the Group reports revenue under the following streams, which reflect the nature and economic characteristics of its business activities:\n\n​\n\nF-30\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.****Material accounting policy information (Continued)**\n\n**2.23****Revenue (Continued)**\n\n​\n\nWealth Management Solutions\n\n*Revenue from the Group’s own platform and service activities*\n\nMarket making\n\nThe Group provides market making support services to Lead Accelerating Limited (“LAL”), a non-consolidated related party, in connection with market making services provided by LAL to customers. Customers seeking such services are required to transfer digital tokens to LAL upon successful onboarding. The market making support services provided by the Group include (a) introducing customers to utilize LAL’s market making services; (b) performing onboarding and due diligence procedures, including know-your-customer (“KYC”) procedures and the collection and review of customer information in accordance with applicable laws and regulations; and (c) providing other related services mutually agreed between the parties (collectively, the “Market Making Support Services”).\n\nThe Group determined that the Market Making Support Services are highly interrelated and are not separately identifiable, as the services are collectively performed to achieve a single overall objective of successfully introducing customers to LAL’s market making services. The individual services do not provide standalone value to LAL when performed separately and are significantly integrated with one another. Accordingly, the services represent a single performance obligation to provide integrated Market Making Support Services to LAL.\n\nThe Group earns commission revenue from the provision of the Market Making Support Services. The commission is calculated based on an agreed-upon commission rate applied to the value of the initial tokens transferred by the customer to LAL.\n\nThe Group’s performance obligation is satisfied at a point in time when the customer transfers the initial tokens to LAL, as this represents the point at which the Group has successfully introduced the customer to LAL and completed the Market Making Support Services, and LAL has obtained the benefit of the services provided by the Group.\n\nFinance income\n\nThe Group enters into lending arrangements with related parties under which it provides digital assets to related parties in exchange for fixed interest returns. These arrangements are unsecured and not covered by any insurance protection, accordingly, the Group may lose some or all of the amount lent to related parties in extreme market conditions. Lending terms are either flexible or fixed. For flexible-term arrangements, the Group may recall the loan on demand, with repayment typically made within three working days. For fixed-term arrangements, the loan matures at the end of the agreed term, ranging from 30 to 365 days, at which point the Group receives the principal amount of the same type and quantity of digital assets together with additional interest payable in digital assets. The Group earns finance income from these lending arrangements which is denominated in the specific digital asset lent. Finance income is recognized over time over the term of the lending arrangement using the straight-line method, based on the gross amount of the loan receivable and the applicable interest rate.\n\n​\n\nF-31\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.****Material accounting policy information (Continued)**\n\n**2.23****Revenue (Continued)**\n\nWealth Management Solutions (Continued)\n\n*Revenue from the Group’s own platform and service activities* *(Continued)*\n\nPremium – structured digital asset products\n\nThe Group generates premium through structured digital asset products offered to clients, including options, dual currency and “accumulator” / “decumulator” contracts. These contracts have contractual terms ranging from 0 to 365 days. Revenue arises from premiums received from counterparties and realized gains/losses upon contract exercise or settlement. For options and “accumulator” / “decumulator” contracts, the Group recognizes premium income at the inception of the contract when the performance obligation to make the structured instrument available to the client is satisfied. The premium represents non-refundable consideration for providing the derivative arrangement. Conversely, for dual currency contracts, the Group recognizes revenue at the point of settlement. The performance obligation is considered satisfied only when the contract is exercised or settled, at which point the final outcome and the Group’s entitlement to the revenue are determined. Gains or losses arising from contract exercise or settlement are recognized at the point of settlement, measured as the difference between the contractual strike price and the prevailing market price of the underlying digital asset. Revenue is presented on a gross basis as the Group acts as principal in these transactions. The Group has discretion in determining the terms of the structured digital asset products, including the strike price, annual percentage rate (“APR”) and maturity date. In addition, the Group bears the risks associated with the products, including the risk of non-performance by customers.\n\nFund channel fee\n\nThe Group operates as an agent to facilitate customer participation in investment funds. Revenue represents fund channel fees earned from these arrangements, consist of management fees which is recognized at a point in time when the customer subscribes to the investment funds and carried interest (performance-based fees) represents variable consideration because the amount receivable depends on the future performance and net asset value (“NAV”) appreciation of the underlying fund. Accordingly, carried interest revenue is recognised only when it is highly probable that a significant reversal of cumulative revenue recognised will not occur, which is at a point in time when the fund performance has been finalised and the Group’s entitlement to the carried interest has been confirmed.\n\nIT service fee\n\nThe Group provides technology services to third-party customers under service arrangements. The contracts specify the standard services to be provided, a fixed contract price, and an open term that continues until the Group has completed all statements of work or either party issues a termination notice. The Group satisfies its performance obligation over time as the services are rendered, as the customer simultaneously receives and consumes the benefits provided. Revenue is recognized based on the progress towards complete satisfaction of the performance obligation, measured using an output method in accordance with the service completion status agreed with the customers. Payment terms align with the service progress, with fees collected as services are rendered.\n\n*Revenue from Assigned Contract*\n\nEarn product\n\nIn accordance with the Assigned Contract, the Group earns service income derived from the earn product made up of: flexible earn with no fixed term, fixed earn with product cycles typically ranging from 7 to 365 days and yield enhancement earn, which provide potential for higher returns based on specific market conditions or underlying price movements. Service income is derived from the spread between the interest or yield received from product providers and the interest or yield paid to customers throughout the product cycle for fixed earn products or holding period for flexible earn products.\n\nF-32\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.****Material accounting policy information (Continued)**\n\n**2.23****Revenue (Continued)**\n\nWealth Management Solutions (Continued)\n\n*Revenue from Assigned Contract (Continued)*\n\nStaking\n\nIn accordance with the Assigned Contract, the Group earns service income derived from staking services provided to customers, under which customer’s digital assets are pooled and staked on-chain through various blockchain protocols. The staking services comprise two components: (i) staking rewards generated directly from blockchain validation activities based on a fixed percentage of the gross on-chain rewards generated, and (ii) staking incentive points granted by blockchain protocols or platforms.\n\nMargin loan\n\nIn accordance with the Assigned Contract, the Group earns service income from margin loan arrangements under which customers borrow digital assets through the platform to purchase another digital asset. Service income is derived from the spread between the interest charged to customers and the interest charged by counterparties over the duration of margin loan arrangement.\n\nFinance income\n\nIn accordance with the Assigned Contract, the Group earns service income derived from digital asset lending and borrowing activities conducted through a platform under arrangements that specify the digital asset type, amount, interest rate, contractual term (open term or up to one year), effective date and interest payment frequency. Under these arrangements, customers may lend or borrow digital assets through the platform. Finance income or expense arising from the arrangements is denominated in the same digital asset as the underlying loan. Service income is derived from the spread between the interest charged to borrowers and the interest paid to lenders over the contract term.\n\nReferral income\n\nIn accordance with the Assigned Contract, the Group earns service income derived from capital referral activities. Under these arrangements, investors are introduced to projects for potential investment opportunities and provided with capital introduction and related operational support services, including identifying and referring potential investors to the relevant projects. Referral income is calculated as a fixed percentage of the total amount invested by the referred investor.\n\n​\n\nF-33\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.****Material accounting policy information (Continued)**\n\n**2.23****Revenue (Continued)**\n\nExecution Solutions\n\n*Revenue from the Group’s own platform and service activities*\n\nThe Group earns a transaction fee when customers convert between different classes of digital assets, according to the customers’ requirements. The Group charges the customer a predetermined transaction fee, which is based on a fixed percentage of the contract price for each transaction. The transaction fee is a fixed price contract and is indicated in the contract with customers. Management determined there is only one performance obligation related to the transaction fee, and revenue is recognised at a point in time upon the conversion service being rendered and objective evidence of transfer of cryptocurrency into the designated wallet specified by the customer or counterparty. Customers typically make payments together with the transaction price, i.e., the transaction fee is charged together with or deducted from the transaction price. The Group acts as an agent as it does not control the underlying digital assets before and after they are exchanged and the Group does not bear inventory risk associated with the digital assets exchanged.\n\n*Revenue from Assigned Contract*\n\nIn accordance with the Assigned Contract, the Group earns service income from execution operations relating to spot and swap trading activities (including OTC flow trading) and Execution-as-a-Service (“EaaS”) arrangements. Spot and swap products facilitate digital asset exchanges through matched orders, liquidity provision or bilateral arrangements, while EaaS arrangements involve managing and fulfilling specific orders delegated by customers. Service income is derived from the fees charged from the execution of trades and related services provided to the customers.\n\nPayment Solutions\n\n*Revenue from the Group’s own platform and service activities*\n\nThe Group earns a fee when customers transfer or withdraw funds from its proprietary platform, and conversion between fiat currencies and digital assets, according to the customers’ requirements.\n\nThe Group charges the customer a predetermined fee, which is based on the applicable fee structure for each transaction. Management determined there is only one performance obligation related to the fee, and revenue is recognised at a point in time upon the service being rendered and there is objective evidence of transfer of cryptocurrency into designated wallet specified by the customer or counterparty. Customers typically make payments together with the transaction price, i.e., the fee will be charged together or deducted from the transaction price. The Group acts as an agent as the Group does not control the underlying fiat currency or digital assets before they are transferred or withdrawn and does not assume inventory risk associated with the assets involved in the transactions.\n\nThe fee structure varies by service type:\n\n●Cryptocurrency withdrawal fee: A fixed amount per transaction, determined on a per-cryptocurrency basis.\n\n●Fiat currency deposit and withdrawal fee: A fixed percentage of the transaction amount, which may vary by customer based on individually configured rates.\n\nThe master framework agreement has no fixed term, and fees are collected per transaction at the time of execution.\n\nF-34\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.**Material accounting policy information (Continued)\n\n**2.23****Revenue (Continued)**\n\nPayment Solutions (Continued)\n\n*Revenue from Assigned Contract*\n\nIn accordance with the Assigned Contract, the Group earns service income from payment operations relating to fiat currency deposit and withdrawal services and cryptocurrency withdrawal services. Service income is derived from transaction fees charged by the platform for processing the fiat currency deposit and withdrawal services and cryptocurrency withdrawal services.\n\nThe Group’s Online Advertising and SaaS Solutions segment provides online advertising services. The Group utilizes a combination of pricing models and revenue is recognized when the related services are delivered based on the specific terms of the contract, which are commonly based on (i) agreed incentive to be earned for being a sales agent of a publisher, (ii) cost-plus, (iii) specified actions (e.g. cost per impression (“CPM”) and cost per click (“CPC”)) and related campaign budgets, depending on the customers’ preferences and their campaigns launched and (iv) SaaS products and services.\n\nSales agent\n\nIn the arrangement with a particular publisher, the Group acts as a sales agent for this publisher in selling marketing spaces to marketing clients. In return, the Group earns incentives from this publisher based on contractually stipulated amounts when certain spending thresholds are achieved. The Group considers this particular publisher as a customer and record such incentives as net revenues. Incentives from this publisher are calculated on both a quarterly and an annual basis in accordance with the terms as set out in the arrangement.\n\nRevenue under this arrangement is recognized over time over the campaign period given the Group considers this particular publisher simultaneously receives and consumes the benefits provided by the Group’s performance as the Group performs. In other words, when the Group purchases marketing spaces on behalf of the marketing clients throughout the marketing campaigns as requested by them, this particular publisher simultaneously receives and consumes the benefit of the marketing spaces being purchased and therefore the Group is entitled to incentive payment from this publisher.\n\nThe Group grants rebates to marketing clients under the sales agent arrangement. The majority of marketing clients under this arrangement are not customers under either the cost—plus arrangement or specified actions arrangement. The Group records rebates granted to such marketing clients as reduction of revenue.\n\nCost-plus\n\nFor cost—plus advertisement campaigns, sales are recognized at the fair value of the amount received. Discounts granted to marketing clients under cost—plus marketing campaigns are recorded as a reduction of revenue. The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Group is acting as the principal or an agent in the transactions. In the normal course of business, the Group acts as an intermediary in executing transactions between website publishers and marketing clients. The specified service in the cost—plus arrangement is the provision of marketing space, which is controlled by the website publishers, rather than the Group. The Group assists the marketing clients to place orders with specific website publishers based on specification set out the marketing clients. The Group does not have the ability to direct the use of marketing space and does not have any inventory risk. Pricing is generally based on the actual advertising spending incurred by the marketing clients plus a margin. Accordingly, the Group concludes that it is not the principal in these arrangements and reports revenue earned and costs incurred related to these transactions on a net basis.\n\nRevenue under this arrangement is recognized over time over the campaign period as the Group considers its customers simultaneously receive and consume the benefits provided by the Group’s performance. At the time the Group purchases marketing spaces during the contract term for its customers, the customers’ advertisements could be placed throughout the marketing campaign. Revenue recognition under this arrangement is not based on an occurrence of significant act or milestone method.\n\nF-35\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.**Material accounting policy information (Continued)\n\n**2.23****Revenue (Continued)**\n\nCost-plus (Continued)\n\nThroughout the various services delivered to clients under the cost—plus arrangements, the Group earns rebates from publishers and grant rebates to marketing clients. The rebates that the Group grants to marketing clients under cost—plus arrangement are recorded as reduction of revenue, based on the spending amount the marketing clients would actually incur to earn the corresponding level of rebates. The rebates that the Group receives from publishers under the cost—plus arrangements are recorded as revenue. These rebates are recognized when a particular milestone is achieved (i.e. applying the relevant rebates based on the level of spending threshold actually achieved) and spending has actually occurred.\n\nSpecified actions\n\nThe Group also generates revenue from performing specified actions (e.g a CPM and CPC basis). Revenue is recognized on a CPM or CPC basis as impressions or clicks are delivered while revenue is recognized once agreed actions are performed. For the specified actions advertisement campaigns, the Group is the principal as it has the obligation to deliver successful actions requested by marketing clients. Also, the Group will only be paid if successful actions can be delivered and is exposed to risk of loss. In terms of pricing, the Group has complete latitude in establishing the selling prices of each of the CPM and CPC pricing model. The Group’s margin may vary as the costs incurred to deliver successful actions may vary and is therefore exposed to risk of loss whereby validating its degree of responsibility to its customers. Although the inventory risk under specified actions arrangement is considered to be low, the Group concludes that it is the principal in such arrangement as it is the principal ultimately responsible for delivering successful actions and in charge of establishing the price per action. Accordingly, the Group reports revenue earned and costs incurred related to these transactions on a gross basis.\n\nRevenues under this arrangement is recognized at point—in—time when the Group is able to deliver the specified actions as requested by the customers. Upon the occurrence of the specified actions, the customers take control of the specified actions and this is when the Group recognizes the corresponding revenue. Unlike the cost—plus arrangement, when the Group purchases marketing spaces in order to deliver the specified actions, the customers do not receive and consume the benefit as the benefit to be received by the customers is the occurrence of the specified actions. Also, the Group does not create or enhance an asset that the customers control as the marketing spaces ultimately belong to the publishers. The Group does not have any right to payment for simply purchasing the marketing spaces and would only be compensated upon delivery of the specified actions.\n\nThe Group also grants rebates to marketing clients under the specified actions arrangement. Same as the treatment under cost—plus arrangement, the rebates that the Group grants to marketing clients under cost—plus arrangement are recorded as reduction of revenue and are recorded based on the amount the marketing clients would actually incur to earn the corresponding level of rebates. The rebates that the Group receives from publishers under the specified actions arrangement are recorded as a reduction of cost of revenues. These rebates are recognized when a particular milestone is achieved (i.e. applying the relevant rebates based on the level of spending threshold actually achieved) and spending has actually occurred.\n\nCost of revenues consists of the costs to purchase space for the online advertising operations, amortization expenses related to the Group’s computer software and systems, salaries and benefits of relevant operations and support personnel and depreciation of relevant property and equipment and impairment on relevant intangible assets. The Group becomes obligated to make payments related to website publishers in the period the marketing impressions and click—through occur. Such expenses are classified as cost of revenues in the consolidated statements of comprehensive loss as incurred. Cost of revenues also includes rebates received from website publishers which are recorded as a reduction of cost of revenues when the Group is acting as a principal in a transaction.\n\n​\n\nF-36\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.**Material accounting policy information (Continued)\n\n**2.23****Revenue (Continued)**\n\nSaaS products and services\n\nUnder this arrangement, the Group offers SaaS products and services through provision of software and data analytical tool licenses, customer relationship management (“CRM”) solutions and digitalized operational solutions services. Revenues under this arrangement primarily consist of fees for (i) promotion of products or services by key opinion leaders (“KOL”) on online media platform; (ii) provision of digital marketing, social media and smart content generation; (iii) licensing to provide customers with access to one or more of the existing cloud applications for e—commerce, marketing and customer management, (iv) the development of new cloud applications customized for individual customer. Each of these performance obligations are considered as distinct and are charged with standalone pricing. Contracts with customers under this arrangement are generally with a term of 1 to 24 months.\n\nRevenue from promotion of products or services of marketing clients by KOL on online media platform is generally recognized over time over the service period beginning on the date that the promotion content is made available on the online media platform. The Group does not have other right to consideration in exchange for goods or service that the Group has transferred to a customer when that right is conditional on something other than the passage of time.\n\nRevenue from provision of digital marketing, social media and smart content generation are recognized over time over the contract period as the Group considers its customers simultaneously receive and consume the benefits provided by the Group’s performance.\n\nThe respective stand—alone selling prices of each of these performance obligations are determined based upon observable prices in stand—alone transactions and contractually stated price whereby no allocation of selling prices among individual performance obligations are required.\n\nCost of revenues for SaaS products and services primarily comprises amortization expenses related to the Group’s computer software and systems, salaries and benefits of relevant operations and support personnel, depreciation of relevant property and equipment and other direct service costs.\n\n**2.24****Contract liabilities**\n\nThe Company receives prepayments for services in advance of service performance from certain customers. The amounts received in advance are recorded as deferred revenue and recognized as revenue in the period which the corresponding services are performed.\n\n**2.25****Government grants**\n\nGrants from the government are recognized as a receivable at their fair value when there is reasonable assurance that the grant will be received and the Group will comply with all the attached conditions.\n\nGovernment grants receivable are recognized as income over the periods necessary to match them with the related costs which they are intended to compensate for, on a systematic basis. Government grants relating to expenses are shown separately as “other gains, net”.\n\nF-37\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.**Material accounting policy information (Continued)\n\n**2.26**Employee benefits\n\nDefined contribution plans\n\nDefined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as the Central Provident Fund in Singapore on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid.\n\nEmployees of the Company in the PRC are entitled to staff welfare benefits including pension, work—related injury benefits, maternity insurance, medical insurance, unemployment benefit and housing fund plans through a PRC government—mandated multi—employer defined contribution plan. The Company is required to contribute to the plan based on certain percentages of the employees’ salaries, up to a maximum amount specified by the local government.\n\nThe PRC government is responsible for the medical benefits and the pension liability to be paid to these employees and the Company’s obligations are limited to the amounts contributed and no legal obligation beyond the contributions made.\n\nSubsidiaries incorporated in Hong Kong are required to make contributions to Mandatory Provident Funds under the Hong Kong Mandatory Provident Fund Schemes Ordinance. Such contributions are recognized as an expense in profit or loss as incurred.\n\nPursuant to the policies of subsidiaries in Hong Kong in accordance with applicable labor protection laws in Hong Kong, all employees of such subsidiaries with more than 5 years of service are entitled to severance payment upon forced termination or retrenchment or in the event that the employee reaches the retirement age of 65. The entitlement to severance payment is determined according to several factors including but not limited to age, length of service and remuneration, and is subject to a maximum amount of Hong Kong dollars (“HK$”) 390,000. The Company accounts for such severance liabilities based on an actuarial valuation using the projected unit credit method. There are no separate plan assets held in respect to these liabilities.\n\nShort-term employee benefits\n\nShort—term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.\n\n​\n\nF-38\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.**Material accounting policy information (Continued)\n\n**2.27**(Loss)/earnings per share\n\nThe Group presents basic and diluted (loss)/earnings per share data for its ordinary shares.\n\nBasic (loss)/earnings per share is computed by dividing net (loss)/profit attributable to holders of ordinary shares by the weighted average number of ordinary shares outstanding during the year using the two class method. The Company uses the two—class method to calculate net (loss)/earnings per share though both classes share the same rights in dividends. Therefore, basic and diluted (loss)/earnings per share are the same for both classes of ordinary shares. Using the two class method, net (loss)/profit is allocated between ordinary shares based on their participating rights.\n\nFor the calculation of diluted (loss)/earnings per share, weighted average number of ordinary shares outstanding is adjusted by the effect of dilutive securities, including Share-based awards in respect of share options and RSUs, under the treasury stock method (collectively forming the denominator for computing the diluted (loss)/earnings per share). Potentially dilutive securities, including share options and RSUs, have been excluded from the computation of weighted average number of ordinary shares for the purpose of diluted (loss)/earnings per share if their inclusion is anti—dilutive.\n\n**2.28**Related party\n\nParties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation.\n\n​\n\nF-39\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**2.****Material accounting policy information (Continued)**\n\n**2.29****Non-current assets held for sale and disposal group**\n\nNon-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits, financial assets and investment property that are carried at fair value and groups of contracts within the scope of IFRS 17 Insurance Contracts, which are specifically exempt from this requirement.\n\nAn impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised at the date of derecognition.\n\nNon-current assets (including those that are part of a disposal group) are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised.\n\nNon-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the statement of financial position. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the statement of financial position.\n\nA discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the statement of profit or loss.\n\n**2.30****Structured entity**\n\nA structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only and the relevant activities are directed by means of contractual arrangements. A structured entity often has some or all of the following features or attributes; (a) restricted activities, (b) a narrow and well-defined objective, such as to provide investment opportunities for investors by passing on risks and rewards associated with the assets of the structured entity to investors, (c) insufficient equity to permit the structured entity to finance its activities without subordinated financial support and (d) financing in the form of multiple contractually linked instruments to investors that create concentrations of credit or other risks (tranches).\n\nThe Group considers all of its investments in other funds (“Fund investments”) to be investments in unconsolidated structured entities. The Fund investments are managed by unrelated asset managers and apply various investment strategies to accomplish their respective investment objectives. The Fund investments finance their operations by issuing redeemable shares which are puttable at the holder’s option and entitles the holder to a proportional stake in the respective fund’s net assets. The Group holds redeemable shares in each of its Fund investments.\n\nThe change in fair value of each Fund investments is included in the statement of profit or loss in “other gains, net”.\n\n​\n\nF-40\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**3.**Financial risk management\n\n**3.1****Financial risk factors**\n\nThe Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, digital asset price risk, risks associated with the storage and protection of digital assets and investment risk related to trading of digital assets), credit risk and liquidity risk. The Group’s overall risk management strategy seeks to minimize the potential adverse effects on the financial performance of the Group. Risk management is carried out by the management of the Group.\n\nThere has been no change to the Company’s exposure to these financial risks or the manner in which it manages and measure the risks.\n\n(a)Market risk\n\nForeign exchange risk\n\nForeign exchange risk arises when future commercial transactions or recognized assets and liabilities are denominated in a currency that is not the Group entities’ functional currency. At present, the Group does not have any formal policy for hedging against currency risk. The Group ensures that the net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates, where necessary, to address short—term imbalances.\n\nThe Group operates mainly in Singapore with most of the transactions settled in Singapore dollar (“SGD”), whereas functional currency of the Company is US$. The Group’s subsidiaries located outside Singapore, mainly including Hong Kong and the PRC are exposed to foreign exchange risk arising from various currency exposures.\n\nFor the Group’s subsidiaries whose functional currency is SGD, if US$ had strengthened/weakened by 5% against SGD with all other variables held constant, the consolidated statements of profit or loss would have been approximately US$18 (2024: US$23) higher/lower (2024: lower/higher) for the years ended December 31, 2025.\n\nFor the Group’s subsidiaries whose functional currency is Renminbi (“RMB”), if US$ had strengthened/weakened by 5% against RMB with all other variables held constant, the consolidated statements of profit or loss would have been approximately US$146 (2024: US$nil) higher/lower for the years ended December 31, 2025.\n\nAs HK$ is pegged to US$, the Company considers the risk of movements in exchange rates between HK$ and US$ to be insignificant.\n\nDigital assets price risk\n\nDigital assets that the Company deals with in its trading activities are digital assets such as Bitcoin (“BTC”) and Ethereum (“ETH”) which can be traded in a number of public exchanges.\n\nThe Group’s exposure to price risk arises from digital assets and digital assets payables which are both measured on a fair value basis. In particular, the Group’s operating result may depend upon the market price of BTC and ETH, as well as other digital assets. Digital asset prices have fluctuated significantly from time to time. There is no assurance that digital asset prices will reflect historical trends.\n\nThe 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 the Group in the customers’ accounts to the customers under the respective trading arrangements with the Group.\n\n​\n\nF-41\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**3.**Financial risk management (Continued)\n\n**3.1****Financial risk factors (Continued)**\n\n(a)\n\nMarket risk (Continued)\n\nAt the end of each reporting period, the Group’s exposure risk to digital asset is as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of December 31, 2024**\n\n​\n\n**As of December 31, 2025**\n\n​\n\n**  ​ ​ ​**\n\n**BTC**\n\n**  ​ ​ ​**\n\n**ETH**\n\n**  ​ ​ ​**\n\n**BTC**\n\n**  ​ ​ ​**\n\n**ETH**\n\n**Financial assets**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCollateral receivables\n\n \n\n2,289\n\n \n\n—\n\n \n\n—\n\n \n\n124\n\nDigital assets\n\n \n\n2,064\n\n \n\n743\n\n \n\n7,883\n\n \n\n5,937\n\nDigital assets receivable from related parties\n\n \n\n4,130\n\n \n\n155\n\n \n\n(48,008)\n\n \n\n(4,368)\n\nCrypto assets loan receivables\n\n \n\n43,618\n\n \n\n3,099\n\n \n\n10,940\n\n \n\n8,562\n\n​\n\n** **\n\n**52,101**\n\n** **\n\n**3,997**\n\n** **\n\n**(29,185)**\n\n** **\n\n**10,255**\n\n**Financial liabilities**\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\nCollateral payables\n\n \n\n(2,289)\n\n \n\n—\n\n \n\n—\n\n \n\n(1,487)\n\nDigital assets payables to customers\n\n \n\n(44,446)\n\n \n\n(3,444)\n\n \n\n(16,212)\n\n \n\n(7,881)\n\nDigital assets payables to related parties\n\n \n\n(5,262)\n\n \n\n(531)\n\n \n\n47,475\n\n \n\n289\n\n​\n\n** **\n\n**(51,997)**\n\n** **\n\n**(3,975)**\n\n** **\n\n**31,263**\n\n** **\n\n**(9,079)**\n\n**Net exposure**\n\n** **\n\n**104**\n\n** **\n\n**22**\n\n** **\n\n**2,078**\n\n** **\n\n**1,176**\n\n​\n\nStrengthening of BTC and ETH against the US$ as at the reporting date would increase/(decrease) profit or loss by the amounts shown below. The analysis assumes that all other variables remain constant.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of December 31,**\n\n​\n\n** **\n\n**2024**\n\n** **\n\n**2025**\n\nBTC strengthening 30% (2024: 30%)\n\n \n\n31\n\n \n\n623\n\nETH strengthening 30% (2024: 30%)\n\n \n\n7\n\n \n\n353\n\n​\n\nWeakening of BTC and ETH against the US$ would have had an equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.\n\n​\n\nRisks associated with the storage and protection of digital assets\n\nThe Group primarily stored its digital assets with cryptocurrency custodians to facilitate customers deposits and withdrawals. Due to the lack of an insurance policy for its digital assets, any disruptions or closures of cryptocurrency custodians, as well as potential cyber—attacks or thefts, could result in substantial losses for the Group.\n\nInvestment risk related to trading of digital assets\n\nThe Group follows a fully hedged strategy for structured products. Each user—facing structured product is quoted by a related party and a spread is added before it is quoted to clients. Therefore, there is no exposure to structured products.\n\n(b)Credit risk\n\nThe Group is exposed to credit risk in relation to its cash and cash equivalents, restricted cash, trade and other receivables, amounts due from related parties, digital assets and crypto assets loan receivables. The carrying amounts of these financial assets represent the Group’s maximum exposure to credit risk.\n\n​\n\nF-42\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**3.**Financial risk management (Continued)\n\n**3.1****Financial risk factors (Continued)**\n\n(b)\n\nCredit risk (Continued)\n\n(i)Risk management\n\nThe Group has adopted a policy of only dealing with creditworthy counterparties. The Group performs ongoing credit evaluation of its counterparties’ financial condition and generally does not require collateral.\n\nThe Group considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.\n\nThe Group has determined the default event on a financial asset to be when internal and/or external information indicates that the financial asset is unlikely to be received, which could include default of contractual payments due for more than 60 days or there is significant difficulty of the counterparty.\n\nTo minimize credit risk, the Group has developed and maintained the Group’s credit risk gradings to categorize exposures according to their degree of risk of default. The credit rating information is supplied by publicly available financial information and the Group’s own trading records to rate its major customers and other debtors. The Group considers available reasonable and supportive forward—looking information which includes the following indicators:\n\n●Internal credit rating\n\n●External credit rating\n\n●Actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the debtor’s ability to meet its obligations\n\n●Actual or expected significant changes in the operating results of the debtor\n\n●Significant increases in credit risk on other financial instruments of the same debtor\n\n●Significant changes in the expected performance and behaviour of the debtor, including changes in the payment status of debtors in the company and changes in the operating results of the debtor\n\n(ii)Impairment of financial assets\n\nCash and cash equivalents and restricted cash\n\nCash and cash equivalents and restricted cash are deposited in reputable banks with high international credit rating. Management does not expect any material losses from non—performance by these banks as they have no default history in the past.\n\nTrade receivables\n\nThe Group applies IFRS 9 simplified approach to measure expected credit losses which uses a lifetime expected loss allowance for trade receivables. Allowance for credit losses on trade receivables are estimated using a provision matrix by grouping trade receivables into pools based on relevant credit risk characteristics of the debtors. Trade receivable relating to debtors with known financial difficulties or significant doubt on collection of receivables are assessed individually for specific provision for impairment allowance. Trade receivable relating to other debtors are assessed collectively for the risk of default, taking into account the nature of the debtor, its geographical location and its ageing category, and applying the expected credit loss rates to the respective gross carrying amounts of accounts receivable. The expected credit loss rates of each pool are determined based on historical loss experience as adjusted with current and forward-looking information such as macroeconomic factors affecting the ability of the debtors to settle the receivables. At each reporting period, the Group reassesses whether any receivable no longer shares similar risk characteristics and should instead be evaluated as part of another pool or on an individual basis.\n\nF-43\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**3.**Financial risk management (Continued)\n\n**3.1****Financial risk factors (Continued)**\n\n(b)\n\nCredit risk (Continued)\n\nAs at December 31, 2025, the loss allowance for trade receivables was determined as follows, the expected credit losses below also incorporated forward looking information.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n  ​ ​ ​\n\n**Past due**\n\n  ​ ​ ​\n\n  ​ ​ ​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Current**\n\n**  ​ ​ ​**\n\n**1—90 days**\n\n**  ​ ​ ​**\n\n**90—180 days**\n\n**  ​ ​ ​**\n\n**Over 180 days**\n\n**  ​ ​ ​**\n\n**Total**\n\n​\n\n**As of December 31, 2025**\n\n​\n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\nGross carrying amount\n\n​\n\n4,843\n\n \n\n1,437\n\n \n\n261\n\n \n\n804\n\n \n\n7,345\n\n​\n\nAllowance for credit losses\n\n​\n\n426\n\n \n\n379\n\n \n\n246\n\n \n\n804\n\n \n\n1,855\n\n​\n\nWeighted average expected loss rate\n\n​\n\n8.80\n\n%  \n\n26.40\n\n%  \n\n94.25\n\n%  \n\n100\n\n%  \n\n25.26\n\n%\n\n​\n\nThe following table presents the movement in the allowance for credit losses for the years ended December 31, 2024 and 2025.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n** **\n\n**As of December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n**Balance at the beginning of year**\n\n** **\n\n**—**\n\n** **\n\n**—**\n\nBusiness combination – merger transaction (Note 5.1)\n\n \n\n—\n\n \n\n3,300\n\nReversal for the year\n\n \n\n—\n\n \n\n(1,431)\n\nExchange differences\n\n \n\n—\n\n \n\n(14)\n\n**Balance at the end of year**\n\n** **\n\n**—**\n\n** **\n\n**1,855**\n\n​\n\nOther financial assets at amortized cost\n\nOther financial assets at amortized cost include other receivables and amounts due from related parties. Credit risk of other financial assets is considered to be low due to the sound collection history and financial stability of the counterparties. Management performs regular assessment on credit risk associated with these amounts based on the repayment history and financial position of the counterparties and other forward—looking factors. Management does not expect any losses from non—performance by the counterparties as they have no default history in the past and these counterparties had strong capacity to meet its contractual cash flow obligations in the near term. Management applies the IFRS 9 general approach to measure expected credit losses which uses a twelve—month expected loss allowance for all other receivables.\n\n​\n\nF-44\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**3.**Financial risk management (Continued)\n\n**3.1****Financial risk factors (Continued)**\n\n(b)\n\nCredit risk (Continued)\n\nDigital assets\n\nUSDC is considered to be low credit risk and subject to immaterial credit loss as underlying reserve of USDC are held in cash, short—duration U.S. Treasuries, and overnight U.S. Treasury repurchase agreements within segregated accounts for the benefits of USDC holder. Credit loss for these assets have not increased significantly since their initial recognition. Consequently, they are measured at the twelve-month ECL.\n\nDigital assets are maintained in accounts with a third—party custodian platform, the Company may be exposed to significant losses if the platform experiences outages or becomes unavailable. To mitigate such risks, the Company only establishes accounts with the platform that have a good reputation.\n\nCrypto assets loan receivables\n\nCrypto assets loan receivables arise from the Group’s subscription to Earn products on a related party digital asset platform. These receivables are unsecured, bear interest at 0.05% to 9.00% per annum, and include both fixed-term (credit periods of 2 to 365 days) and open-term loans.\n\nThe Group’s credit risk assessment framework for the borrower integrates an analysis of both quantitative financial health and qualitative operational factors. This evaluation encompasses a review of the borrower’s current operating landscape and their historical track record, specifically scrutinizing for any indicators of default, settlement discrepancies, or payment delays. Based on this review, management has determined that there has been no significant deterioration in credit quality since the initial recognition of the receivable.\n\n(iii)\n\nExcessive risk concentration\n\nConcentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Group’s performance to developments affecting a particular industry.\n\nThe following table presents the customers whose revenue individually accounted for over 10% of the Company’s total revenue for the years ended December 31, 2023, 2024 and 2025:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**For the years ended December 31,**\n\n \n\n​\n\n**  ​ ​ ​**\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n** **\n\nCustomer A\n\n​\n\n308\n\n \n\n1,898\n\n \n\n24,142\n\n​\n\nCustomer B\n\n​\n\n—\n\n*\n\n3,709\n\n \n\n8,860\n\n​\n\nCustomer C\n\n​\n\n1,277\n\n​\n\n—\n\n*\n\n—\n\n*\n\n*Less than 10%\n\n​\n\nF-45\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**3.**Financial risk management (Continued)\n\n**3.1****Financial risk factors (Continued)**\n\n(c)Liquidity risk\n\nPrudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. As of December 31, 2025, our cash and bank balances amounted to approximately US$33,902 (2024: US$9,326), and our current assets exceeded our current liabilities by US$51,634 (2024: US$12,670).\n\nManagement is of the opinion that the Group has sufficient funds to meet its working capital requirements and debt obligations, for at least the next 12 months. There are several factors that could potentially arise that could undermine the Group’s plans, such as changes in the demand for its products, economic conditions, its operating results continuing to deteriorate and its shareholders and related parties being unable to provide continued financial support. The Group maintains sufficient cash and bank balances, and internally generated cash flows to finance their activities and management is satisfied that funds are available to finance the operations of the Company.\n\nThe following table details the remaining contractual maturity for non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**On demand/**\n\n**  ​ ​ ​**\n\n**Between **\n\n**  ​ ​ ​**\n\n**Total contractual **\n\n**  ​ ​ ​**\n\n**Carrying **\n\n​\n\n​\n\n**within 1 year**\n\n​\n\n**2 — 5 years**\n\n​\n\n**cash flows**\n\n​\n\n**amount**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of January 1, 2024**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nTrade and other payables\n\n \n\n637\n\n \n\n—\n\n \n\n637\n\n \n\n637\n\nAmount due to related parties\n\n \n\n26,875\n\n \n\n—\n\n \n\n26,875\n\n \n\n26,875\n\nLiabilities due to customers\n\n \n\n13,867\n\n \n\n—\n\n \n\n13,867\n\n \n\n13,867\n\nDerivative financial liabilities\n\n​\n\n20\n\n​\n\n—\n\n​\n\n20\n\n​\n\n20\n\n​\n\n** **\n\n**41,399**\n\n** **\n\n**—**\n\n** **\n\n**41,399**\n\n** **\n\n**41,399**\n\n**As of December 31, 2024**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nTrade and other payables\n\n \n\n1,841\n\n \n\n—\n\n \n\n1,841\n\n \n\n1,841\n\nCollateral payables\n\n​\n\n14,414\n\n​\n\n—\n\n​\n\n14,414\n\n​\n\n14,414\n\nLease liabilities\n\n \n\n250\n\n \n\n500\n\n \n\n750\n\n \n\n715\n\nAmount due to related parties\n\n \n\n9,980\n\n \n\n—\n\n \n\n9,980\n\n \n\n9,980\n\nLiabilities due to customers\n\n \n\n71,523\n\n \n\n—\n\n \n\n71,523\n\n \n\n71,523\n\nDerivative financial liabilities\n\n​\n\n1,576\n\n​\n\n—\n\n​\n\n1,576\n\n​\n\n1,576\n\n​\n\n** **\n\n**99,584**\n\n** **\n\n**500**\n\n** **\n\n**100,084**\n\n** **\n\n**100,049**\n\n**As of December 31, 2025**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nTrade and other payables\n\n \n\n13,408\n\n \n\n47\n\n \n\n13,455\n\n \n\n13,455\n\nCollateral payables\n\n​\n\n10,941\n\n​\n\n—\n\n​\n\n10,941\n\n​\n\n10,941\n\nLease liabilities\n\n \n\n904\n\n \n\n732\n\n \n\n1,636\n\n \n\n1,589\n\nAmount due to related parties\n\n \n\n48,031\n\n \n\n—\n\n \n\n48,031\n\n \n\n48,031\n\nLiabilities due to customers\n\n \n\n61,351\n\n \n\n—\n\n \n\n61,351\n\n \n\n61,351\n\nDerivative financial liabilities\n\n​\n\n316\n\n​\n\n—\n\n​\n\n316\n\n​\n\n316\n\n​\n\n** **\n\n**134,951**\n\n** **\n\n**779**\n\n** **\n\n**135,730**\n\n** **\n\n**135,683**\n\n​\n\n​\n\nF-46\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**3.**Financial risk management (Continued)\n\n**3.2****Capital management**\n\n​\n\nThe Group’s objectives when managing capital are to:\n\n●Safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders; and\n\n●Maintain an optimal capital structure to reduce the cost of capital.\n\nIn order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, repurchase the Company’s shares or sell assets to reduce debt.\n\nThe Group monitors capital (including share capital, treasury shares, reserves and shares held for shares award scheme) by regularly reviewing the capital structure. As a part of this review, the Group considers the cost of capital and the risks associated with the issued share capital. In the opinion of the Directors of the Company, the Group’s capital risk is low.\n\nThe Group is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes during the financial year ended December 31, 2024 and 2025.\n\n**3.3****Fair value measurement**\n\n​\n\nThis section explains the judgments and estimates made in determining the fair values of assets and liabilities that are recognized and measured at fair value in the consolidated financial statements. To provide an indication about the reliability of the inputs used in determining the fair values, the Group has classified its assets and liabilities into three levels prescribed under the accounting standards.\n\nThe Group analyzes its 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:\n\n●Level 1: unadjusted quoted prices in active markets for identical assets or liabilities;\n\n●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\n\n●Level 3: inputs for the assets or liabilities that are not based on observable market data (that is, unobservable inputs).\n\n​\n\n​\n\nF-47\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**3.**Financial risk management (Continued)\n\n**3.3****Fair value measurement (Continued)**\n\nThe following table sets forth the assets and liabilities, measured at fair value, by level within the fair value hierarchy as of January 1, 2024, December 31, 2024 and 2025.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Fair value of assets and liabilities using**\n\n​\n\n**  ​ ​ ​**\n\n**Quoted prices in**\n\n**  ​ ​ ​**\n\n**Significant**\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n**active markets**\n\n​\n\n**observable inputs**\n\n​\n\n**Significant**\n\n​\n\n​\n\n​\n\n​\n\n**for identical**\n\n​\n\n**other than quoted**\n\n​\n\n**unobservable**\n\n​\n\n**Total**\n\n​\n\n​\n\n**instruments**\n\n​\n\n**prices**\n\n​\n\n**inputs**\n\n​\n\n**fair**\n\n​\n\n​\n\n**(Level 1)**\n\n​\n\n**(Level 2)**\n\n​\n\n**(Level 3)**\n\n​\n\n**value**\n\n**At January 1, 2024**\n\n​\n\n  ​\n\n​\n\n  ​\n\n​\n\n  ​\n\n​\n\n  ​\n\n**Financial assets:**\n\n​\n\n  ​\n\n​\n\n  ​\n\n​\n\n  ​\n\n​\n\n  ​\n\nFinancial assets at fair value through profits or loss\n\n​\n\n—\n\n​\n\n—\n\n​\n\n257\n\n​\n\n257\n\nCrypto assets loan receivables\n\n​\n\n7,868\n\n​\n\n—\n\n​\n\n—\n\n​\n\n7,868\n\nDerivative financial instruments\n\n​\n\n—\n\n​\n\n20\n\n​\n\n—\n\n​\n\n20\n\n​\n\n​\n\n**7,868**\n\n​\n\n**20**\n\n​\n\n**257**\n\n​\n\n**8,145**\n\n**Financial liabilities:**\n\n​\n\n  ​\n\n​\n\n  ​\n\n​\n\n  ​\n\n​\n\n  ​\n\nDerivative financial instruments\n\n​\n\n—\n\n​\n\n20\n\n​\n\n—\n\n​\n\n20\n\nLiabilities due to customers\n\n​\n\n13,867\n\n​\n\n—\n\n​\n\n—\n\n​\n\n13,867\n\n​\n\n​\n\n**13,867**\n\n​\n\n**20**\n\n​\n\n**—**\n\n​\n\n**13,887**\n\n**At December 31, 2024**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Financial assets:**\n\n​\n\n  ​\n\n​\n\n  ​\n\n​\n\n  ​\n\n​\n\n  ​\n\nFinancial assets at fair value through profits or loss\n\n​\n\n—\n\n​\n\n—\n\n​\n\n264\n\n​\n\n264\n\nCrypto assets loan receivables\n\n​\n\n69,934\n\n​\n\n—\n\n​\n\n—\n\n​\n\n69,934\n\nDerivative financial instruments\n\n​\n\n—\n\n​\n\n1,576\n\n​\n\n—\n\n​\n\n1,576\n\nCollateral receivables\n\n​\n\n14,414\n\n​\n\n—\n\n​\n\n—\n\n​\n\n14,414\n\nDigital assets\n\n​\n\n2,817\n\n​\n\n188\n\n​\n\n—\n\n​\n\n3,005\n\nUSDC\n\n​\n\n1,827\n\n​\n\n—\n\n​\n\n—\n\n​\n\n1,827\n\n​\n\n​\n\n**88,992**\n\n​\n\n**1,764**\n\n​\n\n**264**\n\n​\n\n**91,020**\n\n**Financial liabilities:**\n\n​\n\n  ​\n\n​\n\n  ​\n\n​\n\n  ​\n\n​\n\n  ​\n\nDerivative financial instruments\n\n​\n\n—\n\n​\n\n1,576\n\n​\n\n—\n\n​\n\n1,576\n\nCollateral payables\n\n​\n\n14,414\n\n​\n\n—\n\n​\n\n—\n\n​\n\n14,414\n\nLiabilities due to customers\n\n​\n\n71,523\n\n​\n\n—\n\n​\n\n—\n\n​\n\n71,523\n\n​\n\n​\n\n**85,937**\n\n​\n\n**1,576**\n\n​\n\n**—**\n\n​\n\n**87,513**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**At December 31, 2025**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Financial assets:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nFinancial assets at fair value through profits or loss\n\n​\n\n268\n\n​\n\n—\n\n​\n\n23,005\n\n​\n\n23,273\n\nCrypto assets loan receivables\n\n​\n\n42,141\n\n​\n\n—\n\n​\n\n—\n\n​\n\n42,141\n\nDerivative financial instruments\n\n​\n\n—\n\n​\n\n316\n\n​\n\n—\n\n​\n\n316\n\nCollateral receivables\n\n​\n\n3,407\n\n​\n\n—\n\n​\n\n—\n\n​\n\n3,407\n\nDigital assets\n\n​\n\n32,901\n\n​\n\n608\n\n​\n\n—\n\n​\n\n33,509\n\nUSDC\n\n​\n\n12,449\n\n​\n\n—\n\n​\n\n—\n\n​\n\n12,449\n\n​\n\n​\n\n**91,166**\n\n​\n\n**924**\n\n​\n\n**23,005**\n\n​\n\n**115,095**\n\n**Financial liabilities:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDerivative financial instruments\n\n​\n\n—\n\n​\n\n316\n\n​\n\n—\n\n​\n\n316\n\nCollateral payables\n\n​\n\n10,941\n\n​\n\n—\n\n​\n\n—\n\n​\n\n10,941\n\nLiabilities due to customers\n\n​\n\n61,351\n\n​\n\n—\n\n​\n\n—\n\n​\n\n61,351\n\n​\n\n​\n\n**72,292**\n\n​\n\n**316**\n\n​\n\n**—**\n\n​\n\n**72,608**\n\n​\n\nF-48\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**3.****Financial risk management (Continued)**\n\n**3.3****Fair value measurement (Continued)**\n\nFinancial assets at fair value through profits or loss\n\nThe Company values its listed equity securities using quoted prices for the underlying securities in active markets. Accordingly, the Company classifies the valuation techniques that use these inputs as Level 1.\n\nIf all significant inputs required for evaluating the fair value of a financial instrument are observable, the instrument is included in Level 2. If one or more of the significant inputs are not based on observable market data, the instrument is included in Level 3.\n\nFund investments and unlisted equity investments are Level 3 fair value measurement.\n\nThe fair value measurement of fund investments is based on the net assets value as reported by the external fund administrators without adjustment. There have been no changes in the valuation techniques of the financial instrument during the financial and prior financial year.\n\nThe fair value of unlisted equity investments is determined using the market approach. The significant unobservable inputs include discount for lack of marketability (“DLOM”) of 25% to 27% and an enterprise value-to-sales multiple ranging from 5.1 times to 5.2 times. An increase in the DLOM would result in a decrease in fair value, while an increase in the enterprise value-to-sales multiple would result in an increase in fair value. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates.\n\nThe following table presents the changes in Level 3 items for the years ended December 31, 2024 and 2025:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Fund**\n\n**  ​ ​ ​**\n\n**Unlisted equity**\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n**investments**\n\n​\n\n**investments**\n\n​\n\n**Total**\n\nAt January 1, 2024\n\n \n\n257\n\n \n\n—\n\n \n\n257\n\nFair value changes (Note 26)\n\n \n\n7\n\n \n\n—\n\n \n\n7\n\n**At December 31, 2024**\n\n** **\n\n**264**\n\n \n\n—\n\n** **\n\n**264**\n\nBusiness combination – merger transaction (Note 5.1)\n\n \n\n5,846\n\n \n\n—\n\n \n\n5,846\n\nAdditions during the year\n\n \n\n16,333\n\n \n\n1,000\n\n \n\n17,333\n\nFair value changes (Note 26)\n\n \n\n(438)\n\n \n\n—\n\n \n\n(438)\n\n**At December 31, 2025**\n\n** **\n\n**22,005**\n\n** **\n\n**1,000**\n\n** **\n\n**23,005**\n\n​\n\nThere were no transfers between Level 1, 2 and 3 for the years ended December 31, 2024 and 2025.\n\nCrypto assets loan receivables\n\nCrypto assets loan receivables measured at fair value. Fair value is measured using the quoted price of the digital asset at the time its fair value is being measured, which is measured on a monthly basis. This valuation represents a Level 1 classification within the fair value hierarchy.\n\nDerivative financial instruments\n\nThe fair value of the put and call option is measured on a recurring basis using inputs such as the spot price, expected volatility of underlying digital assets and risk-free interest rate. The fair value of the dual currency product is measured on a recurring basis using inputs such as the spot price, expected volatility of underlying digital assets, risk-free interest rate, valuation results concluded based on the average value under several simulations, which the Group considers to be a Level 2 fair value input.\n\nF-49\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**3.****Financial risk management (Continued)**\n\n**3.3****Fair value measurement (Continued)**\n\nDigital assets and USDC\n\nDigital assets measured at fair value less costs to sell. The digital assets are adjusted to fair value only when an impairment is recognized, or the underlying asset is held for sale. Fair value is measured using the quoted price of the digital asset at the time its fair value is being measured, which is measured on a daily basis. This valuation represents a Level 1 and 2 classification within the fair value hierarchy.\n\nThe principal market will be the market with the greatest volume and level of activity for the digital assets which the Company holding the digital assets can access. In other words, the principal market is the market predominantly used by the Company to transact its digital assets.\n\nAssets and liabilities not measured at fair value\n\n*Cash and cash equivalents, other receivables and other payables*\n\nThe carrying amount of these balances approximate their fair value due to the short-term nature of these balances.\n\n*Trade receivables and trade payables*\n\nThe carrying amount of these receivables and payables approximate their fair value as they are subject to normal trade credit terms.\n\n*Lease liabilities and loans from related parties*\n\nThe carrying amount of these balances approximate their fair value as they are subject to interest rates close to market rate of interest for similar arrangements with financial institutions.\n\n​\n\n**4.****Critical accounting estimates and judgements**\n\nThe preparation of financial statements requires the use of accounting estimates which, by definition, will likely differ from actual results. Management also needs to exercise judgment in applying the Group’s accounting policies.\n\nEstimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.\n\n**4.1****Accounting of digital assets transactions and balances**\n\nManagement notes that the topic of digital assets and the accounting for digital assets continues to be considered by IASB and continues to monitor new comments and interpretations released by the Board and other standard setters from around the world. In line with this, the Group has considered its position for the year ended December 31, 2024 and 2025 and had to make judgement that the most applicable standard would be IAS 2 Inventories, based on the Group’s understanding of the characteristics of the assets as these digital assets are mainly held for the purpose of providing a service to customer in converting different type of digital asset and lending arrangement with a related party, which can be denominated in different type of digital asset.\n\nManagement treatment continues to be to measure crypto assets at fair value (unless otherwise disclosed and provided certain conditions are met) under the respective accounting standards.\n\nF-50\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**4.****Critical accounting estimates and judgements (Continued)**\n\n**4.2****Key sources of estimation uncertainty**\n\nThe key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period are discussed below. The Group based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.\n\nFair value of derivative financial instruments\n\nDerivative financial instruments are measured at fair value at initial recognition and designated to be measured subsequently at fair value through profit or loss. As of December 31, 2024 and 2025, our derivative financial instruments were US$1,576 and US$316, respectively. The Group had applied Black-Scholes model and Monte Carlo valuation model to estimate the fair value of the derivative financial instrument. The key inputs contributing to the estimation uncertainty include annualized volatility and risk-free rate.\n\nImpairment of goodwill\n\nThe Group tests goodwill for impairment at least on an annual basis. Determining whether goodwill is impaired requires an estimation of the value-in-use of the CGUs 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 and a suitable discount rate in order to calculate present value. No impairment loss was recognized during the years ended December 31, 2024 and 2025. The carrying amounts of goodwill as at December 31, 2024 and 2025 were US$16,735 and US$53,136, respectively. See Note 16 to the consolidated financial statements for details.\n\n​\n\n**5.****Major transactions**\n\n**5.1****Reverse acquisition**\n\nOn November 29, 2024, Amber DWM entered into the Agreement and Plan of Merger (the “Merger Agreement”) with Overlord Merger Sub Ltd. (“Merger Sub”), a wholly—owned subsidiary of iClick. Pursuant to the Merger Agreement, Merger Sub will merge with and into Amber DWM, with Amber DWM continuing as the surviving entity and becoming a wholly—owned subsidiary of iClick, and the shareholders of Amber DWM will exchange all of the issued and outstanding share capital of Amber DWM for a mixture of newly issued Class A and Class B ordinary shares of iClick on the terms and conditions set forth therein in a transaction exempt from the registration requirements under the Securities Act of 1933.\n\nOn March 12, 2025, the merger was completed and the existing shareholders of Amber DWM and iClick owned approximately 90% and 10% of the fully diluted ordinary shares of the combined entity, respectively, immediately following the closing of the merger. iClick is identified as the legal acquirer but accounting acquiree from accounting purpose (“accounting acquiree”) and Amber DWM is identified as legal acquiree but accounting acquirer for accounting purposes (“accounting acquirer”).\n\nIn applying the reverse acquisition accounting, the consideration deemed to be given by the accounting acquirer was US$52 million, which is the fair value of the Company immediately prior to the merger using income approach, the discounted cash flow model. US$17,841 of cash and bank balances held by iClick prior to the merger was acquired in the transaction.\n\nF-51\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**5.****Major transactions (Continued)**\n\n**5.1****Reverse acquisition (Continued)**\n\nThe following table summarizes the consideration transferred and the amount of identified assets acquired and liabilities assumed at the acquisition date.\n\n​\n\n​\n\n​\n\n​\n\nPurchase consideration\n\n  ​ ​ ​\n\n52,102\n\n​\n\n​\n\n​\n\nRecognized amounts of identifiable assets acquired and liabilities assumed:\n\n​\n\n​\n\nCash and bank balances\n\n \n\n17,841\n\nTrade and other receivables\n\n \n\n23,713\n\nInvestments\n\n \n\n6,653\n\nProperty, plant and equipment\n\n \n\n17\n\nRight-of-use assets\n\n \n\n1,480\n\nIntangible assets\n\n \n\n3,238\n\nTrade and other payables\n\n \n\n(23,086)\n\nDeferred revenue\n\n \n\n(8,103)\n\nBank borrowings\n\n \n\n(1,938)\n\nLease liabilities\n\n \n\n(1,678)\n\nDeferred tax liabilities\n\n \n\n(1,077)\n\nNon-controlling interest\n\n \n\n(1,359)\n\nTotal identifiable net assets acquired\n\n \n\n15,701\n\n​\n\n​\n\n​\n\nGoodwill (Note 16)\n\n \n\n36,401\n\n​\n\nThe revenue and profit before income tax of accounting acquiree that have been included in the consolidated financial statements for the year ended December 31, 2025 since March 12, 2025 amounted to US$15.9 million and US$0.3 million, respectively.\n\nAs a result of the merger, the Group extended its business focus to Web3 financial solution. Goodwill arising from the merger was attributable to increased presence in the institutional crypto financial service sector and operating synergies from the combined operations of iClick and Amber DWM. The goodwill recognized was not expected to be deductible for income tax purpose.\n\n​\n\nF-52\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**5.****Major transactions (Continued)**\n\n**5.1****Reverse acquisition (Continued)**\n\nIn determining the fair value of the intangible assets, an income approach was used. In this approach, significant estimates consist of discount rate of 15% and an average growth rate on revenue of 8.26% over a period of 5 years. The estimated amounts recognized on the acquired identifiable intangible asset and its estimated useful life are shown in the following table:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**Gross**\n\n​\n\n​\n\n**Estimated**\n\n​\n\n**carrying**\n\n​\n\n​\n\n**useful life**\n\n​\n\n**amount**\n\nBrand name\n\n \n\n4 years\n\n \n\n2,060\n\nCustomer relationship\n\n \n\n5 years\n\n \n\n1,100\n\n​\n\n​\n\n​\n\n \n\n3,160\n\n​\n\n**5.2****Discontinued operations**\n\nAnhui Myhayo Technology Company Limited and its subsidiary (“Myhayo Group”), subsidiaries under the Online Advertising and SaaS Solutions segment, are principally engaged in the provision of mobile content and online advertising services in the PRC. In October 2025, the Company entered into a share transfer agreement with an independent party to transfer the 36.8% shareholdings in Myhayo Group with a cash consideration of RMB2,000 (equivalent to approximately US$257). Upon completion of the transaction on October 15, 2025, Myhayo Group was deconsolidated from the Group.\n\nThe following tables set forth the statement of operations and cash flows of Myhayo Group which were included in the Group’s consolidated financial statements:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**For the year ended**\n\n​\n\n​\n\n**December 31,**\n\n​\n\n​\n\n**2025**\n\nRevenues\n\n \n\n4,795\n\nCost of revenue\n\n \n\n(3,877)\n\n**Gross profit**\n\n \n\n918\n\n​\n\n​\n\n​\n\n**Operating expenses**\n\n​\n\n​\n\nResearch and development expenses\n\n \n\n(95)\n\nSales and marketing expenses\n\n \n\n(849)\n\nGeneral and administrative expenses\n\n \n\n(2,057)\n\n**Total operating expenses**\n\n \n\n(3,001)\n\n​\n\n​\n\n​\n\n**Operating loss from discontinued operations**\n\n \n\n(2,083)\n\nInterest expense, net\n\n \n\n(25)\n\nOther gains, net\n\n \n\n25\n\n**Loss from discontinued operations before income taxes**\n\n \n\n(2,083)\n\nIncome tax credit\n\n \n\n310\n\n**Loss from discontinued operations, net of income taxes**\n\n \n\n(1,773)\n\n​\n\n​\n\n​\n\nLess: net loss attributable to non-controlling interests\n\n​\n\n1,121\n\n**Net loss from discontinued operations attributable to owners of the Company**\n\n​\n\n**(652)**\n\n​\n\n​\n\n​\n\nNet cash generated from discontinued operating activities\n\n \n\n1,264\n\nNet cash used in discontinued investing activities\n\n \n\n(414)\n\nNet cash generated from discontinued financing activities\n\n \n\n4\n\n​\n\nF-53\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**5.****Major transactions (Continued)**\n\n**5.3****Disposal group classified as held for sale**\n\nManagement aims to optimize business to drive returns to the shareholders through proactive monitoring our operations and market trends. As part of the business plan, operation of Beijing OptAim, a wholly-owned subsidiary under the Online Advertising and SaaS Solutions segment, has been discontinued during the year ended December 31, 2025, and classified as held—for—sale as of the year then ended.\n\nThe following tables set forth the assets, liabilities, statement of operations and cash flows of Beijing OptAim which were included in the Group’s consolidated financial statements:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of**\n\n​\n\n​\n\n**December 31, 2025**\n\n**Assets**\n\n \n\n  ​\n\nOther current assets\n\n \n\n17\n\n**Total assets**\n\n \n\n17\n\n​\n\n​\n\n​\n\n**Liabilities and shareholders’ equity**\n\n​\n\n​\n\n**Current liabilities**\n\n​\n\n​\n\nAccrued liabilities and other current liabilities\n\n \n\n544\n\nLease liabilities\n\n \n\n25\n\nIncome tax payable\n\n \n\n700\n\n**Total current liabilities**\n\n \n\n1,269\n\n​\n\n​\n\n​\n\n**Non—current liabilities**\n\n​\n\n​\n\nLease liabilities\n\n \n\n8\n\n​\n\n​\n\n​\n\n**Total liabilities**\n\n \n\n1,277\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**For the year ended**\n\n​\n\n​\n\n**December 31,**\n\n​\n\n​\n\n**2025**\n\nGeneral and administrative expenses\n\n \n\n(2)\n\nInterest expense, net\n\n \n\n(1)\n\nOther loss\n\n \n\n(6)\n\nLoss on disposal of discontinued operations\n\n​\n\n(253)\n\n**Loss from discontinued operations**\n\n \n\n(262)\n\n​\n\n​\n\n​\n\nNet cash generated from discontinued operating activities\n\n \n\n4\n\nNet cash used in discontinued financing activities\n\n \n\n(17)\n\n​\n\n​\n\n​\n\nF-54\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**6.**Cash and cash equivalents and restricted cash\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\nCash at bank\n\n \n\n793\n\n \n\n6,277\n\n \n\n24,641\n\nShort-term bank deposits\n\n​\n\n—\n\n​\n\n—\n\n​\n\n5,254\n\nTime deposits with maturities over three months\n\n​\n\n—\n\n​\n\n—\n\n​\n\n836\n\nRestricted cash\n\n \n\n—\n\n \n\n3,049\n\n \n\n3,171\n\n​\n\n \n\n793\n\n \n\n9,326\n\n \n\n33,902\n\n​\n\nThe effective interest rate on short-term bank deposits ranging from 0.10% to 3.90% (2024: 4.35% to 5.00%) per annum, which have maturities of 3 months or less at inception.\n\nAs at December 31, 2025, the effective interest rate on the time deposits over three months was 1.5% per annum. These deposits have an average maturity of more than 3 months. There were no such time deposits as of January 1, 2024 and December 31, 2024.\n\nThe maximum exposure to credit risk at the reporting date approximates the carrying values of cash and bank balances.\n\nDuring the year ended December 31, 2025, the Group placed a restricted cash of US$3,171 (2024: US$3,049) with a bank in Hong Kong in accordance with Hong Kong VATP guidelines for a related company, WhaleFin Markets Limited.\n\nCash and cash equivalents and restricted cash as of January 1, 2024 and December 31, 2024 and 2025 primarily consist of the following currencies:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\nUS$\n\n \n\n647\n\n​\n\n9,047\n\n \n\n26,584\n\nRMB\n\n \n\n—\n\n​\n\n—\n\n \n\n1,503\n\nSGD\n\n \n\n135\n\n​\n\n167\n\n \n\n821\n\nHK$\n\n​\n\n8\n\n​\n\n104\n\n​\n\n3,613\n\nUnited Arab Emirates dirhams (“AED”)\n\n​\n\n—\n\n​\n\n—\n\n​\n\n879\n\nJapanese Yen (“JPY”)\n\n​\n\n—\n\n​\n\n—\n\n​\n\n162\n\nOthers\n\n \n\n3\n\n​\n\n8\n\n \n\n340\n\n​\n\n \n\n793\n\n​\n\n9,326\n\n \n\n33,902\n\n​\n\n​\n\nF-55\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**7****.**Digital assets\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\nDigital assets held on exchange institution\n\n \n\n—\n\n​\n\n4,832\n\n \n\n45,958\n\n​\n\nThe following table sets forth the fair values of digital assets held by the Group as of January 1, 2024 and December 31, 2024 and 2025:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBitcoin (“BTC”)\n\n \n\n—\n\n \n\n2,064\n\n \n\n7,883\n\nEthereum (“ETH”)\n\n \n\n—\n\n \n\n743\n\n \n\n5,937\n\nUSD Tether (“USDT”)\n\n \n\n—\n\n \n\n10\n\n \n\n19,081\n\nUSDC\n\n \n\n—\n\n \n\n1,827\n\n \n\n12,449\n\nOthers (Note)\n\n \n\n—\n\n \n\n188\n\n \n\n608\n\n​\n\n \n\n—\n\n \n\n4,832\n\n \n\n45,958\n\nNote:\n\nOthers mainly consist of “XRP”, “ADA”, “BCH”, “ADA”, “DOT”, “BNB”, “TRX” and “SOL”, no other crypto asset individually representing more than 5% of the total.\n\n​\n\n**8.****Trade and other receivables**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\nTrade receivables, gross\n\n \n\n14\n\n \n\n12\n\n \n\n7,345\n\nLess: allowance for credit losses (Note 3.1(b)(ii))\n\n \n\n—\n\n \n\n—\n\n \n\n(1,855)\n\n**Trade receivables, net**\n\n​\n\n**14**\n\n​\n\n**12**\n\n​\n\n**5,490**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nRebate receivables\n\n​\n\n—\n\n​\n\n—\n\n​\n\n436\n\nDeposits\n\n \n\n148\n\n \n\n196\n\n \n\n1,121\n\nLoans receivables (Note)\n\n​\n\n—\n\n \n\n—\n\n \n\n3,858\n\nInterest receivables\n\n​\n\n—\n\n​\n\n11\n\n​\n\n127\n\nOthers\n\n​\n\n—\n\n​\n\n—\n\n​\n\n166\n\n**Sub-total**\n\n​\n\n**162**\n\n​\n\n**219**\n\n​\n\n**11,198**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nPrepaid media costs\n\n​\n\n—\n\n​\n\n—\n\n​\n\n4,363\n\nPrepayments\n\n​\n\n40\n\n​\n\n137\n\n​\n\n1,458\n\nVAT recoverable\n\n​\n\n—\n\n​\n\n—\n\n​\n\n101\n\n**Total trade and other receivables**\n\n​\n\n**202**\n\n​\n\n**356**\n\n​\n\n**17,120**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nLess: non-current rental deposits\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(495)\n\n​\n\n \n\n202\n\n \n\n356\n\n \n\n16,625\n\nNote:\n\nF-56\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**8.****Trade and other receivables****(Continued)**\n\nLoan balances of (i) US$1.8 million and (ii) US$2 million were provided to two independent third parties for investment purposes.\n\n(i)Balance is unsecured, interest bearing at 3.5% per annum and has been fully settled in February 2026.\n\n(ii)Balance is unsecured, interest bearing at 10% per annum and has been fully settled in March 2026.\n\nTrade receivables are non-interest bearing and are generally on 30-90 days (2024: 30 days) credit terms.\n\nTrade and other receivables are denominated in the following currencies:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\nUS$\n\n \n\n14\n\n \n\n33\n\n \n\n3,174\n\nHK$\n\n \n\n—\n\n \n\n42\n\n \n\n4,095\n\nRMB\n\n \n\n—\n\n \n\n—\n\n \n\n3,444\n\nSGD\n\n \n\n148\n\n \n\n144\n\n \n\n261\n\nGreat British Pound (“GBP”)\n\n​\n\n—\n\n​\n\n—\n\n​\n\n160\n\nOthers\n\n​\n\n—\n\n​\n\n—\n\n​\n\n64\n\n​\n\n \n\n162\n\n \n\n219\n\n \n\n11,198\n\n​\n\nThe carrying amounts of trade and other receivables approximate their fair values. The maximum exposure to credit risk is the carrying amounts of trade and other receivables as the Group does not hold any collateral as security.\n\n​\n\n**9.****Collateral receivables and collateral payables**\n\nThe Group offers cryptocurrency Accumulator and Decumulator structured product arrangements with customers, which are structured derivatives that allow customers to systematically accumulate or reduce positions specific cryptocurrency at predetermined prices. These structured products involve bilateral collateral arrangements: client—posted collateral is recorded as collateral receivables, while obligations to return collateral are recognized as collateral payables. Both balances receivables and payables are measured at fair value. The Group maintains operational control over custodial assets but does not assume ownership.\n\nThe following table sets forth the fair values of collateral receivables and payables as of January 1, 2024 and December 31, 2024 and 2025:\n\nCollateral receivables\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBTC\n\n \n\n—\n\n \n\n2,289\n\n \n\n—\n\nETH\n\n \n\n—\n\n \n\n—\n\n \n\n124\n\nUSDC\n\n​\n\n—\n\n​\n\n12,125\n\n​\n\n2,936\n\nUSDT\n\n​\n\n—\n\n​\n\n—\n\n​\n\n347\n\n​\n\n \n\n—\n\n \n\n14,414\n\n \n\n3,407\n\n​\n\nF-57\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**9.****Collateral receivables and collateral payables (Continued)**\n\nCollateral payables\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n​\n\n**2024**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBTC\n\n \n\n—\n\n \n\n2,289\n\n \n\n—\n\nETH\n\n \n\n—\n\n \n\n—\n\n \n\n1,487\n\nUSDC\n\n​\n\n—\n\n​\n\n12,125\n\n​\n\n7,164\n\nUSDT\n\n​\n\n—\n\n​\n\n—\n\n​\n\n2,290\n\n​\n\n \n\n—\n\n \n\n14,414\n\n \n\n10,941\n\n​\n\n​\n\n**10.****Investment accounted for using equity method**\n\n​\n\nThe Company and VGI Global Media PLC (“VGI”), an online-to-offline solutions provider across advertising, payment and logistics platforms in Thailand, jointly established V-Click Technology Company Limited (“V-Click”). VGI holds a majority stake of 51% in V-Click and the Company holds the remaining 49% stake. The investment was accounted for as an equity-method investment due to the significant influence over the operating and financial policies of V-Click.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of**\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n​\n\n**2024**\n\n​\n\n**2024**\n\n  ​ ​ ​\n\n**2025**\n\nInvestment in an associate\n\n \n\n—\n\n \n\n—\n\n \n\n90\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nShare of losses from an associate\n\n \n\n—\n\n \n\n—\n\n \n\n(50)\n\n​\n\nMovement on the Company’s investment in an associate during the year ended December 31, 2025 was as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of**\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n​\n\n**2024**\n\n​\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\nBalance at the beginning of year\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\nBusiness combination - merger transaction (Note 5.1)\n\n \n\n—\n\n \n\n—\n\n \n\n140\n\nShare of losses\n\n \n\n—\n\n \n\n—\n\n \n\n(50)\n\nBalance at the end of year\n\n \n\n—\n\n \n\n—\n\n \n\n90\n\n​\n\nF-58\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**10.****Investment accounted for using equity method (Continued)**\n\nThere are no material contingent liabilities relating to the Group’s interests in the investment accounted for using equity method.\n\n​\n\nThe table below summarized financial information of V-Click.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of and**\n\n** **\n\n​\n\n​\n\n**for the year ended**\n\n** **\n\n​\n\n​\n\n**December 31, **\n\n** **\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n** **\n\n**Statement of financial position**\n\n \n\n  ​\n\n​\n\n**Current assets**\n\n \n\n  ​\n\n​\n\nCash and cash equivalents\n\n \n\n110\n\n​\n\nTrade and other receivables\n\n \n\n218\n\n​\n\n​\n\n \n\n328\n\n​\n\n**Current liabilities**\n\n \n\n  ​\n\n​\n\nTrade and other payables\n\n \n\n136\n\n​\n\nOther liabilities\n\n \n\n8\n\n​\n\n​\n\n \n\n144\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Net assets**\n\n** **\n\n**184**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Statement of profit or loss**\n\n \n\n  ​\n\n​\n\nRevenue\n\n \n\n66\n\n​\n\nCost of revenue\n\n \n\n(132)\n\n​\n\nGross profit\n\n \n\n(66)\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOperating expenses\n\n \n\n(37)\n\n​\n\n**Net profit**\n\n** **\n\n**(103)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\nReconciliation of carrying amount:\n\n \n\n  ​\n\n​\n\nNet assets value\n\n \n\n184\n\n​\n\nGroup’s share in %\n\n \n\n49\n\n%\n\n**Carrying amount**\n\n** **\n\n**90**\n\n​\n\n​\n\n​\n\nF-59\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**11.****Financial assets at fair value through profits or loss**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of January 1,**\n\n**  ​ ​ ​**\n\n**As of December 31,**\n\n​\n\n​\n\n**2024**\n\n​\n\n**2024**\n\n​\n\n**2025**\n\n**Non—current asset**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nUnlisted equity investment\n\n \n\n—\n\n \n\n—\n\n \n\n1,000\n\nFund investment\n\n \n\n—\n\n \n\n—\n\n \n\n189\n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n1,189\n\n**Current assets**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nFund investments\n\n \n\n257\n\n \n\n264\n\n \n\n21,816\n\nHong Kong listed equity securities\n\n \n\n—\n\n \n\n—\n\n \n\n268\n\n​\n\n \n\n257\n\n \n\n264\n\n \n\n22,084\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nTotal\n\n \n\n257\n\n \n\n264\n\n \n\n23,273\n\n​\n\nMovement of financial assets measured at fair value for the years ended December 31, 2024 and 2025:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\nBalance at the beginning of year\n\n \n\n257\n\n \n\n264\n\nBusiness combination – merger transaction (Note 5.1)\n\n​\n\n—\n\n​\n\n6,513\n\nAdditions during the year\n\n​\n\n—\n\n​\n\n18,528\n\nDisposals during the year\n\n​\n\n—\n\n​\n\n(2,566)\n\nFair value changes (Note 26)\n\n \n\n7\n\n \n\n534\n\nBalance at the end of year\n\n \n\n264\n\n \n\n23,273\n\n​\n\nThe fair value measurement is disclosed in Note 3.3 to the consolidated financial statements.\n\n​\n\nF-60\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**12.****Derivative financial assets and liabilities**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Notional**\n\n**  ​ ​ ​**\n\n**Notional**\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n**amount**\n\n​\n\n**amount**\n\n​\n\n**Assets**\n\n​\n\n**Liabilities**\n\n​\n\n \n\n**Buy**\n\n \n\n**Sell**\n\n​\n\n​\n\n​\n\n​\n\n**Derivatives carried at fair value:**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nCrypto structured products\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDecember 31, 2025\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nTo customers\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nCall option\n\n \n\n—\n\n \n\n2,325\n\n \n\n—\n\n \n\n16\n\nPut option\n\n \n\n—\n\n \n\n843\n\n \n\n6\n\n \n\n—\n\nCall option - dual currency\n\n​\n\n—\n\n​\n\n13,497\n\n​\n\n—\n\n​\n\n26\n\nPut option - dual currency\n\n​\n\n—\n\n​\n\n22,817\n\n​\n\n268\n\n​\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nTo related party\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\nCall option\n\n \n\n—\n\n \n\n2,325\n\n \n\n16\n\n \n\n—\n\nPut option\n\n \n\n—\n\n \n\n843\n\n \n\n—\n\n \n\n6\n\nCall option - dual currency\n\n​\n\n—\n\n​\n\n13,497\n\n​\n\n26\n\n​\n\n—\n\nPut option - dual currency\n\n​\n\n—\n\n​\n\n22,817\n\n​\n\n—\n\n​\n\n268\n\n​\n\n \n\n—\n\n​\n\n78,964\n\n​\n\n316\n\n​\n\n316\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDecember 31, 2024\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nTo customers\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCall option\n\n \n\n7\n\n \n\n34,141\n\n \n\n1,554\n\n \n\n2\n\nPut option\n\n \n\n—\n\n \n\n3,873\n\n \n\n—\n\n \n\n20\n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\nTo related party\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCall option\n\n​\n\n7\n\n​\n\n34,141\n\n​\n\n2\n\n​\n\n1,554\n\nPut option\n\n​\n\n—\n\n​\n\n3,873\n\n​\n\n20\n\n​\n\n—\n\n​\n\n​\n\n14\n\n​\n\n76,028\n\n​\n\n1,576\n\n​\n\n1,576\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nJanuary 1, 2024\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nTo customers\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCall option\n\n​\n\n—\n\n​\n\n1,447\n\n​\n\n—\n\n​\n\n4\n\nPut option\n\n​\n\n—\n\n​\n\n2,008\n\n​\n\n16\n\n​\n\n—\n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\nTo related party\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\nCall option\n\n \n\n—\n\n \n\n1,447\n\n \n\n4\n\n \n\n—\n\nPut option\n\n​\n\n—\n\n​\n\n2,008\n\n​\n\n—\n\n​\n\n16\n\nTotal\n\n \n\n—\n\n​\n\n6,910\n\n​\n\n20\n\n​\n\n20\n\n​\n\nThe Group entered into BTC and ETH options and dual currency product with its customers, and as part of the Group’s risk management strategy, the Group also entered into bought identical similar back—to—back put and call BTC and ETH options and dual currency product with its related parties. Management has no intention to hold these derivatives for more than one year and option varies from 1-86 days (2024: 3-178 days) till maturity as of December 31, 2025.\n\n​\n\n​\n\nF-61\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**13.****Crypto assets loan receivables**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n​\n\n**2024**\n\n​\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\nGross balance\n\n \n\n7,816\n\n \n\n70,029\n\n** **\n\n42,057\n\nFair value changes\n\n​\n\n52\n\n​\n\n(95)\n\n​\n\n84\n\nLess: allowance of credit losses (Note 3.1 (b))\n\n \n\n—\n\n \n\n—\n\n** **\n\n—\n\n**Net carrying amount**\n\n** **\n\n**7,868**\n\n** **\n\n**69,934**\n\n** **\n\n**42,141**\n\n​\n\nCrypto assets loan receivables are unsecured and bear interest at rates ranging from 0.05% to 9.00% per annum. These receivables consist of both open-term and fixed-term loans, with credit periods ranging from 2 to 365 days.\n\nCrypto assets loan receivables are denominated in the following cryptocurrencies:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\nBTC\n\n \n\n2,135\n\n​\n\n43,618\n\n \n\n10,940\n\nETH\n\n \n\n2,761\n\n​\n\n3,099\n\n \n\n8,562\n\nUSDS (Note)\n\n \n\n1,260\n\n​\n\n7,533\n\n \n\n6,896\n\nUSDC\n\n \n\n1,712\n\n​\n\n182\n\n \n\n6,412\n\nUSDT\n\n​\n\n—\n\n​\n\n15,502\n\n​\n\n9,331\n\n​\n\n \n\n7,868\n\n​\n\n69,934\n\n \n\n42,141\n\nNote:\n\nUSDS 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$1.\n\n​\n\nF-62\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**14.****Property, plant and equipment**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Computer **\n\n​\n\n**Furniture **\n\n​\n\n**Office **\n\n​\n\n**Leasehold **\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**equipment**\n\n**  ​ ​ ​**\n\n**and fixture**\n\n**  ​ ​ ​**\n\n**equipment**\n\n**  ​ ​ ​**\n\n**improvement**\n\n**  ​ ​ ​**\n\n**Total**\n\n**Cost:**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\n  ​\n\nBalance at January 1, 2024\n\n \n\n117\n\n \n\n20\n\n \n\n3\n\n \n\n85\n\n​\n\n225\n\nWritten-off\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n(85)\n\n​\n\n(85)\n\nBalance at December 31, 2024\n\n​\n\n117\n\n​\n\n20\n\n​\n\n3\n\n​\n\n—\n\n​\n\n140\n\nBusiness combination – merger transaction\n\n​\n\n22\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n22\n\nAdditions\n\n​\n\n87\n\n​\n\n—\n\n​\n\n5\n\n​\n\n—\n\n​\n\n92\n\nWritten-off\n\n​\n\n(117)\n\n​\n\n(20)\n\n​\n\n(3)\n\n​\n\n—\n\n​\n\n(140)\n\nBalance at December 31, 2025\n\n​\n\n109\n\n​\n\n—\n\n​\n\n5\n\n​\n\n—\n\n​\n\n114\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Accumulated amortization and impairment**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\n  ​\n\nBalance at January 1, 2024\n\n \n\n117\n\n \n\n20\n\n \n\n3\n\n \n\n84\n\n​\n\n224\n\nWritten-off\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n(84)\n\n​\n\n(84)\n\nBalance at December 31, 2024\n\n​\n\n117\n\n​\n\n20\n\n​\n\n3\n\n​\n\n—\n\n​\n\n140\n\nBusiness combination – merger transaction\n\n \n\n5\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n​\n\n5\n\nDepreciation\n\n \n\n12\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n12\n\nWritten-off\n\n \n\n(117)\n\n​\n\n(20)\n\n​\n\n(3)\n\n​\n\n—\n\n​\n\n(140)\n\nBalance at December 31, 2025\n\n​\n\n17\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n17\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Carrying amount**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\n  ​\n\nAs of January 1, 2024\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n1\n\n​\n\n1\n\nAs of December 31, 2024\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\nAs of December 31, 2025\n\n \n\n92\n\n \n\n—\n\n \n\n5\n\n \n\n—\n\n​\n\n97\n\n​\n\nDepreciation charges were expensed off in general and administrative expenses.\n\n​\n\nF-63\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**15.****Intangible assets**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Computer **\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Customer**\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**software**\n\n**  ​ ​ ​**\n\n**Trademark**\n\n**  ​ ​ ​**\n\n**Brand name**\n\n**  ​ ​ ​**\n\n**relationship**\n\n**  ​ ​ ​**\n\n**Total**\n\n**Cost:**\n\n \n\n​\n\n \n\n​\n\n​\n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nBalance at January 1, 2024\n\n​\n\n3,646\n\n​\n\n1\n\n​\n\n—\n\n​\n\n—\n\n​\n\n3,647\n\nAdditions\n\n​\n\n76\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n76\n\nBalance at December 31, 2024\n\n​\n\n3,722\n\n​\n\n1\n\n​\n\n—\n\n​\n\n—\n\n​\n\n3,723\n\nBusiness combination – merger transaction (Note 5.1)\n\n \n\n78\n\n \n\n—\n\n​\n\n2,060\n\n \n\n1,100\n\n \n\n3,238\n\nAdditions\n\n \n\n284\n\n \n\n—\n\n​\n\n—\n\n \n\n—\n\n \n\n284\n\nBalance at December 31, 2025\n\n \n\n4,084\n\n \n\n1\n\n​\n\n2,060\n\n \n\n1,100\n\n \n\n7,245\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Accumulated amortization and impairment**\n\n \n\n  ​\n\n \n\n​\n\n​\n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nBalance at January 1, 2024\n\n​\n\n3,203\n\n​\n\n1\n\n​\n\n—\n\n​\n\n—\n\n​\n\n3,204\n\nAmortization\n\n​\n\n359\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n359\n\nBalance at December 31, 2024\n\n​\n\n3,562\n\n​\n\n1\n\n​\n\n—\n\n​\n\n—\n\n​\n\n3,563\n\nAmortization\n\n \n\n150\n\n \n\n—\n\n​\n\n408\n\n \n\n175\n\n \n\n733\n\nBalance at December 31, 2025\n\n \n\n3,712\n\n \n\n1\n\n​\n\n408\n\n \n\n175\n\n \n\n4,296\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Carrying amount**\n\n \n\n  ​\n\n \n\n​\n\n​\n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nAs of January 1, 2024\n\n \n\n443\n\n \n\n—\n\n​\n\n—\n\n \n\n—\n\n \n\n443\n\nAs of December 31, 2024\n\n​\n\n160\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n160\n\nAs of December 31, 2025\n\n \n\n372\n\n \n\n—\n\n​\n\n1,652\n\n \n\n925\n\n \n\n2,949\n\n​\n\nAmortization charges were expensed off in general and administrative expenses.\n\n​\n\n**16.**\n\n**Goodwill**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Sparrow**\n\n​\n\n**iClick**\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**group**\n\n  ​ ​ ​\n\n**group**\n\n**  ​ ​ ​**\n\n**Total**\n\nAt January 1, 2024 and December 31, 2024\n\n \n\n16,735\n\n​\n\n—\n\n \n\n16,735\n\nBusiness combination – merger transaction (Note 5.1)\n\n \n\n—\n\n​\n\n36,401\n\n \n\n36,401\n\nAt December 31, 2025\n\n \n\n16,735\n\n​\n\n36,401\n\n \n\n53,136\n\n​\n\nGoodwill acquired in a business combination is allocated to the cash-generating unit (“CGU”) that is expected to benefit from the business combination. As of December 2025, goodwill is arising from the acquisition of Sparrow group and iClick group.\n\nThe Group tests CGUs for impairment annually, or more frequently when there is an indication for impairment. The Group measured the recoverable amount of the CGUs based on the value-in-use (“VIU”) calculations by using the discounted cash flow method based on five-year financial projections approved by the directors.\n\nIn November 2022, Amber Global Limited, a related party under common control ownership, acquired 100% shareholdings in Sparrow Holdings Pte. Limited and its subsidiaries (collectively, the “Sparrow Group”). As part of the reorganization exercise prior to the merger transaction, the entire issued and paid—up capital of Sparrow Group was transferred to Amber DWM in July 2024 and included in the Digital Assets Services and Solutions segment.\n\nF-64\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**16.****Goodwill (Continued)**\n\nThe key assumptions used by management for VIU calculations for Sparrow Group include:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of**\n\n​\n\n​\n\n​\n\n​\n\n \n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n \n\n​\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2025**\n\n \n\nRevenue growth rate\n\n​\n\n7% - 41\n\n%\n\n5% - 69\n\n%\n\n17% - 22\n\n%\n\nGross profit margin\n\n​\n\n42% - 44.9\n\n%\n\n39.9% - 49.7\n\n%\n\n32\n\n%\n\nTerminal growth rate\n\n​\n\n3.5\n\n%\n\n3.5\n\n%\n\n3.5\n\n%\n\nPre-tax discount rate\n\n​\n\n16\n\n%\n\n16\n\n%\n\n16\n\n%\n\n​\n\nIn March 2025, the successful consummation of the merger with Amber DWM Holding Limited accounted for as a business combination, resulting in the recognition of US$36 million in goodwill in iClick group under the Online Advertising and SaaS Solutions segment. See Note 5.1 to the consolidated financial statements for details.\n\nThe key assumptions used by management for VIU calculation for iClick group include:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of **\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n**  ​ ​ ​**\n\n**As of December 31,**\n\n​\n\n​\n\n​\n\n**2024**\n\n​\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n​\n\nRevenue growth rate\n\n​\n\n—\n\n​\n\n—\n\n​\n\n2% - 7\n\n%  \n\nGross profit margin\n\n​\n\n—\n\n​\n\n—\n\n​\n\n69% - 70\n\n%  \n\nTerminal growth rate\n\n \n\n—\n\n​\n\n—\n\n​\n\n2\n\n%  \n\nPre-tax discount rate\n\n \n\n—\n\n​\n\n—\n\n​\n\n15\n\n%  \n\n​\n\n​\n\n**17.**\n\n**Trade and other payables**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n**Current**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nTrade payables\n\n \n\n34\n\n \n\n763\n\n​\n\n3,080\n\nOther payables\n\n​\n\n—\n\n​\n\n75\n\n​\n\n1,698\n\nVAT and other taxes payables\n\n​\n\n—\n\n​\n\n—\n\n​\n\n19\n\nSecurity deposit received from customers\n\n \n\n—\n\n \n\n—\n\n​\n\n279\n\nAccrued employee benefits\n\n \n\n369\n\n \n\n—\n\n​\n\n5,296\n\nAccrued professional fees\n\n​\n\n234\n\n​\n\n—\n\n​\n\n2,883\n\nAccrued expenses\n\n​\n\n—\n\n​\n\n1,003\n\n​\n\n172\n\n​\n\n​\n\n637\n\n​\n\n1,841\n\n​\n\n13,427\n\n**Non—current**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nSeverance liabilities\n\n​\n\n—\n\n​\n\n—\n\n​\n\n47\n\n​\n\nTrade payables are unsecured and are usually paid within 30—90 days (2024: 30 days) of recognition. The carrying amounts of trade and other receivables approximate their fair values.\n\nF-65\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**17.**\n\n**Trade and other payables****(Continued)**\n\n​\n\nTrade and other payables are denominated in the following currencies:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\nUS$\n\n \n\n271\n\n​\n\n1,005\n\n \n\n3,424\n\nHK$\n\n \n\n—\n\n​\n\n—\n\n \n\n6,651\n\nRMB\n\n​\n\n—\n\n​\n\n—\n\n​\n\n2,019\n\nSGD\n\n​\n\n366\n\n​\n\n836\n\n​\n\n790\n\nBTC\n\n​\n\n—\n\n​\n\n—\n\n​\n\n527\n\nUSDC\n\n​\n\n—\n\n​\n\n—\n\n​\n\n770\n\nUSDT\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(741)\n\nOthers\n\n \n\n—\n\n​\n\n—\n\n \n\n15\n\n​\n\n \n\n637\n\n​\n\n1,841\n\n \n\n13,455\n\n​\n\n​\n\n**18.**Liabilities due to customers\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\nStructured products\n\n​\n\n13,826\n\n \n\n71,370\n\n \n\n44,797\n\nFund investment\n\n​\n\n—\n\n​\n\n—\n\n​\n\n16,133\n\nAccrued interest\n\n​\n\n41\n\n \n\n153\n\n \n\n421\n\n​\n\n​\n\n13,867\n\n \n\n71,523\n\n \n\n61,351\n\n​\n\nLiabilities 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 (formerly known as “Sparrow”) operated by the Group.\n\nThese deposits are not protected by any insurance and are unsecured. The cryptocurrency-denominated products are structured products, which consist of the following two categories:\n\n(i)Structured products without option element\n\nUpon maturity, customers receive the same quantity and same type of cryptocurrency, plus additional interest returns. These products have fixed terms ranging from 31 to 366 days, with annual interest rates ranging from 0.75% to 8.50%.\n\n(ii)Structured products with option element\n\nUpon maturity, if the strike price is triggered, customers will receive a different type of cryptocurrency, with the quantity determined by dividing the original cryptocurrency amount by the strike price, plus additional interest returns on the received cryptocurrency; if the strike price is not triggered, customers receive the same quantity and same type of cryptocurrency, plus additional interest returns. These products have fixed terms ranging from 1 to 110 days, with annual interest rates ranging from 0.31% to 286.31%.\n\nThe deposit and interest will be deposited to customers’ accounts on the same date upon maturity of cryptocurrency-denominated products, and customers will be able to withdraw on demand.\n\nF-66\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**18.**Liabilities due to customers (Continued)\n\nIn addition to the cryptocurrency-denominated products described above, liabilities due to customers also include approximately US$16 million representing funds deposited by customers for which the Group acts as a nominee in making fund investments on behalf of its customers. These investments are presented as “Fund Investments” in Note 11 and are measured at fair value through profit or loss. The investment term does not exceed one year. Correspondingly, these customer liabilities have been designated at fair value through profit or loss, with changes in fair value recognised in profit or loss to eliminate an accounting mismatch that would otherwise arise from measuring the related fund investments at fair value.\n\nLiabilities due to customers are denominated in the following cryptocurrencies:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of **\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2025**\n\nBTC\n\n​\n\n5,230\n\n​\n\n44,446\n\n​\n\n16,212\n\nETH\n\n \n\n3,893\n\n \n\n3,444\n\n \n\n7,881\n\nUSDS\n\n \n\n—\n\n \n\n—\n\n \n\n16,134\n\nSP$ (Note)\n\n \n\n3,588\n\n \n\n—\n\n \n\n—\n\nUSDT\n\n \n\n647\n\n \n\n15,418\n\n \n\n4,187\n\nUSDC\n\n \n\n509\n\n \n\n7,648\n\n \n\n7,835\n\nSingapore Dollar Stablecoin (“XSGD”) (Note)\n\n \n\n—\n\n \n\n567\n\n \n\n6,876\n\nOthers\n\n \n\n—\n\n \n\n—\n\n \n\n2,226\n\n​\n\n \n\n13,867\n\n \n\n71,523\n\n \n\n61,351\n\n​\n\nNote:\n\nXSGD is Singapore’s stablecoin, pegged to the SGD on a 1:1 basis and fully backed by reserve assets.\n\n​\n\n**19.****Contract liabilities**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n  ​ ​ ​\n\n**2024**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\nAdvertisement placement service fees\n\n​\n\n—\n\n \n\n—\n\n \n\n8,371\n\nDigital assets service fees\n\n​\n\n—\n\n​\n\n—\n\n​\n\n204\n\n​\n\n​\n\n—\n\n \n\n—\n\n \n\n8,575\n\n​\n\nContract liabilities mainly represents contract liabilities in relation to the service fees prepaid by customers for advertisement placement and digital assets services, for which the related services had not been rendered as at December 31, 2025.\n\nContract liabilities increased significantly as a result of the completion of the merger transaction. See Note 5.1 to the consolidated financial statements for details. Among the balance merged from iClick group, US$151 was recognized as revenue during the year ended December 31, 2025 that was capitalised from prior periods.\n\nManagement expects that the transaction price allocated to the remaining performance obligation (unsatisfied or partially unsatisfied) as of December 31, 2025 of US$10,164 (2024: US$nil) will be recognized as revenue within the next twelve months.\n\n​\n\nF-67\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**20.****Right-of-use assets and lease liabilities**\n\n​\n\n(a)Amounts recognized in the consolidated statement of financial position\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of **\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2025**\n\n**Right-of-use assets**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​\n\nOffices\n\n \n\n—\n\n \n\n704\n\n \n\n1,484\n\n​\n\n \n\n—\n\n \n\n704\n\n \n\n1,484\n\n**Lease liabilities**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nCurrent\n\n \n\n—\n\n \n\n230\n\n \n\n867\n\nNon-current\n\n \n\n—\n\n \n\n485\n\n \n\n722\n\n​\n\n \n\n—\n\n \n\n715\n\n \n\n1,589\n\n​\n\nAdditions to the right-of-use assets during the year were US$1,613 (2024: US$724), out of which US$1,480 was contributed from the business combination discussed in Note 5.1 to the consolidated financial statements.\n\n(b)Amount recognized in the consolidated statement of profit or loss\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years ended December 31,**\n\n​\n\n  ​ ​ ​\n\n**2023**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2025**\n\nDepreciation charge of right-of-use assets (Note 24)\n\n \n\n183\n\n \n\n20\n\n \n\n706\n\nInterest expense (Note 25)\n\n \n\n10\n\n \n\n2\n\n \n\n57\n\n​\n\nTotal cash outflow for leases during the period was US$796 (2024: US$11).\n\n(c)The group’s leasing activities and how leases are account for\n\nThe Company has operating leases primarily for office and operation space. The lease term is generally specified in lease agreements, however certain agreements provide for lease term extensions or early termination options. The lease terms of the Company’s operating leases generally ranged from 12 to 36 months (2024: 36 months).\n\n​\n\nAs of December 31, 2025, lease liabilities were discounted using the incremental borrowing rates ranging from 3.26% to 5.03% (2024: 3.37%).\n\n​\n\n​\n\nF-68\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**21.****Share capital**\n\n*Authorized:*\n\nAs of January 1, 2024 and December 31, 2024 and 2025, the authorized share capital of the Company is US$100,000 divided into 100,000,000 shares, comprising of (i) 80,000,000 Class A ordinary shares with a par value of US$0.001 each, and (ii) 20,000,000 Class B ordinary shares with a par value of US$0.001 each.\n\n*Issued and fully paid:*\n\nAs of December 31, 2025, 435,143,020 Class A ordinary shares and 36,233,237 Class B ordinary shares were issued and fully paid by the Company. The holders of Class A ordinary shares shall have one vote in respect of each Class A ordinary share held, and is not convertible into Class B ordinary shares under any circumstances. The holders of Class B ordinary shares shall have twenty votes in respect of each Class B ordinary share held and are subject to automatic conversion into Class A ordinary shares when the beneficial ownership of Class B ordinary shares is transferred to persons who are not an affiliate of the holders of the Class B ordinary shares. During the year ended December 31, 2025, 5,034,420 Class B ordinary shares were converted to Class A ordinary shares.\n\n*Share premium:*\n\nAmount subscribed for share capital in excess of nominal value.\n\n*Treasury shares:*\n\nCompany’s share acquired in open market.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Number of**\n\n​\n\n​\n\n​\n\n**Share**\n\n​\n\n**Treasury**\n\n​\n\n**  ​ ​ ​**\n\n**shares**\n\n**  ​ ​ ​**\n\n**Share capital**\n\n**  ​ ​ ​**\n\n**premium**\n\n**  ​ ​ ​**\n\n**shares**\n\nBalance at January 1, 2024\n\n \n\n48,063,019\n\n \n\n1\n\n \n\n2,999\n\n \n\n—\n\nIssuance of Series A preference shares (Note (i))\n\n​\n\n—\n\n​\n\n—\n\n​\n\n10,500\n\n​\n\n—\n\n**Balance at December 31, 2024**\n\n​\n\n**48,063,019**\n\n​\n\n**1**\n\n​\n\n**13,499**\n\n​\n\n**—**\n\nIssuance of ordinary shares upon consummation of merger, net of issuance cost (Note (ii))\n\n \n\n411,112,330\n\n \n\n411\n\n \n\n51,723\n\n \n\n(32)\n\nExercise of share options and vesting of restricted shares and RSUs (Note (iii))\n\n \n\n—\n\n \n\n—\n\n \n\n(9)\n\n \n\n9\n\nRepurchase of ordinary shares (Note (iv))\n\n \n\n2,583,511\n\n \n\n—\n\n \n\n—\n\n \n\n(880)\n\nSurrender of ordinary shares\n\n \n\n(3)\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\nIssuance of ordinary shares upon private placement, net of issuance cost (Note (v))\n\n \n\n12,200,915\n\n \n\n12\n\n \n\n25,327\n\n \n\n—\n\n**Balance at December 31, 2025**\n\n** **\n\n**473,959,772**\n\n** **\n\n**424**\n\n** **\n\n**90,540**\n\n** **\n\n**(903)**\n\nNote:\n\n(i)\n\nOn February 7, 2024, the Company issued 2,000 Series A preference shares with a cash consideration of US$10,000,000 for working capital. On April 15, 2024, the Company’s shareholder approved to amend the authorized share capital by re-designated 1,000 authorised but unissued ordinary shares be and are hereby re-designated as 1,000 Series A preference shares with par value of US$0.000025 each. After the re-designation, the authorised share capital of the Company is US$50,000 divided into (i) 1,999,997,000 ordinary shares, with par value of US$0.000025 each, and (ii) 3,000 Series A preference shares, with par value of US$0.000025 each.\n\nOn May 6, 2024, the Company issued additional 100 Series A preference shares with a cash consideration of US$500,000. On November 29, 2024, the Company issued additional 120,000 ordinary shares and 6,300 Series A preference shares through bonus shares. All these new issued shares are bonus shares with no consideration. On March 12, 2025, the 8,400 issued Series A preference shares were re-designated as 8,400 ordinary shares with par value of US$0.000025 each.\n\nF-69\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**21.**\n\n**Share capital (Continued)**\n\nNote: (Continued)\n\n(ii)\n\nAs discussed in Note 1.1 and 5.1 to the consolidated financial statements, the Company completed a merger transaction during the year ended December 31, 2025 with the issuance cost of US$510.\n\n(iii)\n\nDuring the year ended December 31, 2025, the Company transferred 822,070 Class A ordinary shares from the Treasury shares to the awardee for the exercise of share options/RSUs.\n\n(iv)\n\nOn November 26, 2025, board of directors of the Company approved and authorized to repurchase up to US$50 million of ADSs over the next 12 months. The share repurchases may be made from time to time through legally permissible means, depending on market conditions and in accordance with applicable rules and regulations.\n\n(v)\n\nOn July 4, 2025, the Company closed a private placement with its fellow strategic investors aiming to amplify business growth in the crypto market globally. The Company issued 12,200,915 Class A ordinary shares at price of approximately US$2.09 per share and raised US$25.5 million, net of cost of US$161.\n\n​\n\n**22.****Other reserves**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Foreign**\n\n​\n\n​\n\n​\n\n​\n\n**Share-based**\n\n​\n\n​\n\n​\n\n**currency**\n\n​\n\n​\n\n​\n\n​\n\n**compensation**\n\n​\n\n**Contribution**\n\n​\n\n**translation**\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**reserve**\n\n**  ​ ​ ​**\n\n**reserve**\n\n**  ​ ​ ​**\n\n**reserve**\n\n**  ​ ​ ​**\n\n**Total**\n\nBalance at January 1, 2024\n\n \n\n—\n\n \n\n6,069\n\n \n\n—\n\n \n\n6,069\n\nWaiver of related party balances (Note)\n\n \n\n—\n\n \n\n47,106\n\n \n\n—\n\n \n\n47,106\n\n**Balance at December 31, 2024**\n\n \n\n—\n\n** **\n\n**53,175**\n\n** **\n\n**—**\n\n** **\n\n**53,175**\n\nShare-based compensation expense\n\n \n\n591\n\n \n\n—\n\n \n\n—\n\n \n\n591\n\nWaiver of related party balances (Note)\n\n \n\n—\n\n \n\n948\n\n \n\n—\n\n \n\n948\n\nForeign currency translation\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(1,324)\n\n​\n\n(1,324)\n\n**Balance at December 31, 2025**\n\n** **\n\n**591**\n\n** **\n\n**54,123**\n\n** **\n\n**(1,324)**\n\n** **\n\n**53,390**\n\nNote:\n\nAmount refers to waiver of loans by affiliates of the Company for certain cryptocurrencies loans, advances, payment on behalf and intercompany payables.\n\n​\n\n**23.**Revenue and segment reporting\n\nDuring the year ended December 31, 2024, the Group operated in a single business segment which was development of digital asset platform and provision of digital asset service and solutions. Upon the consummation of the merger as discussed in Note 5.1 to the consolidated financial statements, the Group operates in two operating segments for the year ended December 31, 2025:\n\n(i) **Digital Assets Services and Solutions** — development of digital asset platform and provision of digital asset service and solutions.\n\n(ii) **Online Advertising and SaaS Solutions** —****provision of online advertising services and provision of digitalized operational solutions.\n\n​\n\nF-70\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**23.**Revenue and segment reporting (Continued)\n\nThe CODM allocates resources to and assess the performance of each operating segment using information about the segment’s revenue and operating profit/(loss). The CODM regularly reviews the Company’s revenue, cost and gross profit/loss derived from each revenue stream and is also provided with information of segment expenses.\n\n​\n\n(a)Revenue\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years ended December 31,**\n\n​\n\n  ​ ​ ​\n\n**2023**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2025**\n\n*Digital Assets Services and Solutions*\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nWealth management solutions\n\n​\n\n1,617\n\n​\n\n6,194\n\n​\n\n34,909\n\nExecution solutions\n\n \n\n138\n\n \n\n320\n\n \n\n11,243\n\nPayment solutions\n\n \n\n979\n\n \n\n961\n\n \n\n4,086\n\n​\n\n \n\n2,734\n\n \n\n7,475\n\n \n\n50,238\n\n*Online Advertising and SaaS Solutions*\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nSales agent\n\n​\n\n—\n\n​\n\n—\n\n​\n\n1,261\n\nCost-plus\n\n​\n\n—\n\n​\n\n—\n\n​\n\n1,497\n\nSpecified actions\n\n​\n\n—\n\n​\n\n—\n\n​\n\n6,509\n\nSaaS products and services\n\n​\n\n—\n\n​\n\n—\n\n​\n\n6,584\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n15,851\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Total segment revenues**\n\n​\n\n**2,734**\n\n​\n\n**7,475**\n\n​\n\n**66,089**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nTiming of revenue recognition:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n- At a point in time\n\n​\n\n1,161\n\n​\n\n1,311\n\n​\n\n26,906\n\n- Over time\n\n​\n\n1,573\n\n​\n\n6,164\n\n​\n\n39,183\n\n​\n\n​\n\n**2,734**\n\n​\n\n**7,475**\n\n​\n\n**66,089**\n\n​\n\nThe 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.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years ended December 31,**\n\n​\n\n  ​ ​ ​\n\n**2023**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2025**\n\nAsia\n\n​\n\n988\n\n​\n\n1,562\n\n​\n\n20,848\n\nNorth America\n\n​\n\n1,338\n\n​\n\n3,946\n\n​\n\n20,915\n\nAfrica\n\n \n\n303\n\n \n\n1,848\n\n \n\n24,212\n\nEurope\n\n \n\n98\n\n \n\n87\n\n \n\n13\n\nOthers\n\n \n\n7\n\n \n\n32\n\n \n\n101\n\n​\n\n \n\n2,734\n\n \n\n7,475\n\n \n\n66,089\n\n​\n\n​\n\nF-71\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**23.**Revenue and segment reporting (Continued)\n\n(b)Reconciliation of (loss)/profit before income tax\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years ended December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\nSegment operating (loss)/profit:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n- Digital Assets Services and Solutions\n\n \n\n(3,644)\n\n \n\n(5,306)\n\n \n\n4,380\n\n- Online Advertising and SaaS Solutions\n\n \n\n—\n\n \n\n—\n\n \n\n3,010\n\n- Other segment *\n\n \n\n—\n\n \n\n—\n\n \n\n(4,795)\n\n​\n\n** **\n\n**(3,644)**\n\n** **\n\n**(5,306)**\n\n** **\n\n**2,595**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nFinance (costs)/income, net\n\n \n\n(145)\n\n \n\n104\n\n \n\n548\n\nOther (loss)/gains, net\n\n \n\n(9,747)\n\n \n\n(18,071)\n\n \n\n505\n\nShare of losses from an equity investee\n\n \n\n—\n\n \n\n—\n\n \n\n(50)\n\n**(Loss)/profit from continuing operations before income tax credit**\n\n** **\n\n**(13,536)**\n\n** **\n\n**(23,273)**\n\n** **\n\n**3,598**\n\n*\n\nOther segment refers to head office and group services\n\n​\n\n(c)Other profit or loss disclosures\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n**Share of **\n\n​\n\n​\n\n**Depreciation**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**losses from**\n\n​\n\n​\n\n**and **\n\n​\n\n**Finance **\n\n​\n\n​\n\n​\n\n**Income tax **\n\n​\n\n**an equity **\n\n​\n\n**  ​ ​ ​**\n\n**amortization**\n\n**  ​ ​ ​**\n\n**income**\n\n**  ​ ​ ​**\n\n**Finance costs**\n\n**  ​ ​ ​**\n\n**credit**\n\n**  ​ ​ ​**\n\n**investee**\n\n*Year ended December 31, 2023*\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nDigital Assets Services and Solutions\n\n \n\n(740)\n\n \n\n—\n\n \n\n(145)\n\n \n\n—\n\n \n\n—\n\nOnline Advertising and SaaS Solutions\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n​\n\n** **\n\n**(740)**\n\n** **\n\n**—**\n\n** **\n\n**(145)**\n\n** **\n\n**—**\n\n** **\n\n**—**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n*Year ended December 31, 2024*\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nDigital Assets Services and Solutions\n\n \n\n(379)\n\n \n\n150\n\n \n\n(46)\n\n \n\n—\n\n \n\n—\n\nOnline Advertising and SaaS Solutions\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n​\n\n** **\n\n**(379)**\n\n** **\n\n**150**\n\n** **\n\n**(46)**\n\n** **\n\n**—**\n\n** **\n\n**—**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n*Year ended December 31, 2025*\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nDigital Assets Services and Solutions\n\n \n\n(406)\n\n \n\n131\n\n \n\n(22)\n\n \n\n7\n\n \n\n—\n\nOnline Advertising and SaaS Solutions\n\n \n\n(1,045)\n\n \n\n297\n\n \n\n(49)\n\n \n\n1,060\n\n \n\n—\n\nOther segment *\n\n \n\n—\n\n \n\n191\n\n \n\n—\n\n \n\n—\n\n \n\n(50)\n\n​\n\n** **\n\n**(1,451)**\n\n** **\n\n**619**\n\n** **\n\n**(71)**\n\n** **\n\n**1,067**\n\n** **\n\n**(50)**\n\n*Other segment refers to head office and group services\n\n​\n\nF-72\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**23.**Revenue and segment reporting (Continued)\n\n(d)Segment assets and liabilities\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years ended December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n*Segment assets*\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDigital Assets Services and Solution\n\n \n\n36,851\n\n \n\n129,834\n\n \n\n167,574\n\nOnline Advertising and SaaS Solutions\n\n \n\n—\n\n \n\n—\n\n \n\n75,267\n\n**Total segment assets**\n\n** **\n\n**36,851**\n\n** **\n\n**129,834**\n\n** **\n\n**242,841**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nIntersegment eliminations\n\n \n\n—\n\n \n\n—\n\n \n\n(6,087)\n\nDiscontinued operations\n\n \n\n—\n\n \n\n—\n\n \n\n17\n\nUnallocated items\n\n \n\n—\n\n \n\n—\n\n \n\n19,608\n\n**Total assets as per the statement of financial position**\n\n** **\n\n**36,851**\n\n** **\n\n**129,834**\n\n** **\n\n**256,379**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n*Additions to non-current assets*\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDigital Assets Services and Solution\n\n​\n\n—\n\n​\n\n800\n\n​\n\n420\n\nOnline Advertising and SaaS Solutions\n\n​\n\n—\n\n​\n\n—\n\n​\n\n42,570\n\n​\n\n​\n\n**—**\n\n​\n\n**800**\n\n​\n\n**42,990**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n*Segment liabilities*\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nDigital Assets Services and Solution\n\n \n\n41,399\n\n \n\n100,049\n\n \n\n132,379\n\nOnline Advertising and SaaS Solutions\n\n \n\n—\n\n \n\n—\n\n \n\n17,996\n\n**Total segment liabilities**\n\n** **\n\n**41,399**\n\n** **\n\n**100,049**\n\n** **\n\n**150,375**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nIntersegment eliminations\n\n \n\n—\n\n \n\n—\n\n \n\n(6,085)\n\nDiscontinued operations\n\n \n\n—\n\n \n\n—\n\n \n\n1,277\n\nUnallocated items\n\n \n\n—\n\n \n\n—\n\n \n\n500\n\n**Total liabilities as per the statement of financial position**\n\n** **\n\n**41,399**\n\n** **\n\n**100,049**\n\n** **\n\n**146,067**\n\n​\n\n​\n\n**24.**Expenses by nature\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years ended December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\nEmployee benefits expenses\n\n​\n\n3,194\n\n \n\n5,530\n\n \n\n26,686\n\n- Wages, salaries and bonuses\n\n​\n\n2,736\n\n​\n\n5,095\n\n​\n\n23,932\n\n- Contribution to pension plans\n\n​\n\n243\n\n​\n\n392\n\n​\n\n1,367\n\n- Welfare, medical and other benefits\n\n​\n\n215\n\n​\n\n43\n\n​\n\n796\n\n- Share-based compensation expenses\n\n​\n\n—\n\n​\n\n—\n\n​\n\n591\n\nTechnology expenses\n\n​\n\n448\n\n​\n\n452\n\n​\n\n10,752\n\nLegal and professional fees\n\n​\n\n268\n\n​\n\n1,133\n\n​\n\n5,669\n\nBusiness development expenses\n\n​\n\n10\n\n​\n\n80\n\n​\n\n758\n\nDepreciation of property, plant and equipment (Note 14)\n\n​\n\n9\n\n​\n\n—\n\n​\n\n12\n\nAmortization of intangible assets (Note 15)\n\n​\n\n548\n\n​\n\n359\n\n​\n\n733\n\nDepreciation of right-of-use assets (Note 20)\n\n​\n\n183\n\n \n\n20\n\n \n\n706\n\nAdvertising expenses\n\n​\n\n—\n\n \n\n—\n\n \n\n290\n\n​\n\n​\n\nF-73\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**25****.**Finance income and costs\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years ended December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n**Finance income**\n\n​\n\n​\n\n \n\n​\n\n \n\n​\n\nInterest income from bank deposits\n\n​\n\n—\n\n \n\n150\n\n \n\n526\n\nInterest income from borrowings\n\n​\n\n—\n\n \n\n—\n\n \n\n93\n\n​\n\n​\n\n—\n\n \n\n150\n\n \n\n619\n\n​\n\n​\n\n​\n\n \n\n​\n\n \n\n​\n\n**Finance costs**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nInterest expense on lease liabilities\n\n​\n\n(10)\n\n​\n\n(2)\n\n​\n\n(57)\n\nInterest expense on amounts due to related parties\n\n​\n\n(135)\n\n​\n\n(44)\n\n​\n\n—\n\nOthers\n\n​\n\n—\n\n \n\n—\n\n \n\n(14)\n\n​\n\n​\n\n(145)\n\n​\n\n(46)\n\n​\n\n(71)\n\n​\n\n​\n\n**26.**Other gains, net\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years ended December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\nForeign currency exchange difference, net\n\n​\n\n—\n\n \n\n—\n\n \n\n(70)\n\nGovernment grants\n\n​\n\n27\n\n​\n\n30\n\n​\n\n216\n\nService income\n\n​\n\n—\n\n​\n\n122\n\n​\n\n213\n\nDividend income\n\n​\n\n—\n\n​\n\n—\n\n​\n\n536\n\nFair value change on financial assets at FVPL, net (Note 11)\n\n​\n\n9\n\n​\n\n7\n\n​\n\n534\n\nWrite off of other payables, net\n\n​\n\n—\n\n​\n\n—\n\n​\n\n677\n\nOthers\n\n​\n\n49\n\n \n\n8\n\n \n\n38\n\n​\n\n​\n\n85\n\n \n\n167\n\n \n\n2,144\n\n​\n\n​\n\n**27.**Income tax\n\nSingapore\n\nUnder the current Inland Revenue Authority of Singapore, the Company’s subsidiary incorporated in Singapore is subject to a statutory tax rate of 17% (2024: 17%).\n\nHong Kong\n\nUnder 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$2 million.\n\nDubai\n\nUnder the current Dubai Ministry of Finance, the Company’s subsidiary incorporated in Dubai is subject to UAE corporate tax on their taxable income generated from operations in Dubai. As per Ministry of Finance, corporate rates are 0% for taxable income up to AED375,000 and 9% for taxable income above AED375,000.\n\n​\n\nF-74\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**27.****Income tax (Continued)**\n\nPRC Enterprise Income Tax (“EIT”)\n\nThe 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%.\n\nIn addition, according to the EIT Law and its implementation rules, foreign enterprises, which have no establishment or place in the PRC but derive dividends, interest, rents, royalties and other income (including capital gains) from sources in the PRC shall be subject to PRC withholding tax (“WHT”) at 10% (a further reduced WHT rate may be available according to the applicable double tax treaty or arrangement). The 10% WHT is applicable to any dividends to be distributed from the Company’s PRC subsidiaries to the Company’s overseas companies unless otherwise exempted pursuant to applicable tax treaties or tax arrangements between the PRC government and the government of other jurisdiction which the WHT is reduced to 5%.\n\nAlthough there are undistributed earnings of the Company’s subsidiaries in the PRC that are available for distribution to the Company, the undistributed earnings of the Company’s subsidiaries located in the PRC are considered to be indefinitely reinvested, because the Company does not have any present plan to pay any cash dividends on its ordinary shares in the foreseeable future and intends to retain most of its available funds and any future earnings for use in the operation and expansion of its business. Accordingly, no deferred tax liability has been accrued for the PRC dividend withholding taxes that would be payable upon the distribution of those amounts to the Company as of December 31, 2025. No funds are available for distribution as of December 31, 2025.\n\nCayman Islands and British Virgin Islands\n\nUnder 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.\n\nAmber 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.\n\n(a)Composition of income tax credit\n\nThe current and deferred portions of income tax (expense)/credit included in the consolidated statements of comprehensive loss are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**For the years ended December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\nCurrent income tax expenses\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(13)\n\nDeferred tax credit\n\n​\n\n—\n\n​\n\n—\n\n​\n\n1,080\n\nIncome tax credit\n\n​\n\n—\n\n​\n\n—\n\n​\n\n1,067\n\n​\n\n​\n\nF-75\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**27.****Income tax (Continued)**\n\nCayman Islands and British Virgin Islands (Continued)\n\n(b)Income tax reconciliation\n\nThe taxation on the Group’s (loss)/profit before income tax differs from the theoretical amount that would arise using the tax rate of 17% for the years ended December 31, 2023, 2024 and 2025, being the tax rate of the major subsidiaries of the Group before enjoying preferential tax treatments, as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**For the years ended December 31,**\n\n​\n\n****​\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n(Loss)/profit before income tax\n\n \n\n(13,536)\n\n​\n\n(23,273)\n\n \n\n3,598\n\n​\n\n \n\n​\n\n​\n\n​\n\n \n\n​\n\nTax calculated at a tax rate of 17%\n\n \n\n(2,301)\n\n​\n\n(3,956)\n\n \n\n612\n\nEffects of different tax rates applicable to different subsidiaries of the Group\n\n \n\n—\n\n​\n\n158\n\n \n\n892\n\nIncome not subject to tax\n\n \n\n(1,544)\n\n​\n\n(36)\n\n \n\n(1,292)\n\nNon—deductible expenses\n\n \n\n3,182\n\n​\n\n3,430\n\n \n\n921\n\nOver—provision in prior years\n\n \n\n—\n\n​\n\n—\n\n \n\n(87)\n\nTemporary difference not recognized\n\n \n\n663\n\n​\n\n404\n\n \n\n(1,757)\n\nUtilization of previously unrecognized tax losses\n\n \n\n—\n\n​\n\n—\n\n \n\n(356)\n\n​\n\n \n\n**—**\n\n​\n\n**—**\n\n** **\n\n**(1,067)**\n\n​\n\n(c)Deferred tax assets and liabilities\n\nThe movements in deferred income tax assets, without taking into consideration the offsetting of balances within the same tax jurisdiction, are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Tax loss**\n\n**  ​ ​ ​**\n\n**Total**\n\nAt January 1, 2024, December 31, 2024 and January 1, 2025\n\n \n\n—\n\n \n\n—\n\nCredited to consolidated income statements\n\n \n\n7\n\n \n\n7\n\nAt December 31, 2025\n\n \n\n7\n\n \n\n7\n\n​\n\nThe Group only recognizes deferred tax assets if it is probable that future taxable income will be available to utilize. Management will continue to assess the recognition of deferred tax assets in future reporting periods. As of December 31, 2025, the amount of temporary differences arising from unused tax losses for which the Group has not recognized deferred tax assets is US$15,915 (2024: US$405) The cumulative tax losses as of December 31, 2025 amounting to US$1,884 (2024: US$nil) in mainland China will expire from one to five years, and the cumulative tax losses amounting to US$13,311 (2024: US$6,359) in Singapore, Hong Kong and Dubai generally can be carried forward indefinitely.\n\nIn accordance with PRC Tax Administration Law on the Levying and Collection of Taxes, the PRC tax authorities generally have up to five years to claw back underpaid tax plus penalties and interest for PRC entities’ tax filings. In the case of tax evasion, which is not clearly defined in the law, there is no limitation on the tax years open for investigation. Accordingly, the PRC entities’ tax years from 2020 to 2025 remain subject to examination by the tax authorities. There were no ongoing examinations by tax authorities as of December 31, 2025.\n\nF-76\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**27.****Income tax (Continued)**\n\nCayman Islands and British Virgin Islands (Continued)\n\n(c)\n\nDeferred tax assets and liabilities (Continued)\n\nThe movements in deferred income tax liabilities, without taking into consideration the offsetting of balances within the same tax jurisdiction, are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Undistributed**\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n**earnings**\n\n​\n\n**Others**\n\n​\n\n**Total**\n\nAt January 1, 2024, December 31, 2024 and January 1, 2025\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\nBusiness combination – merger transaction (Note 5.1)\n\n \n\n1,050\n\n \n\n27\n\n \n\n1,077\n\nCredited to consolidated income statements\n\n \n\n(1,046)\n\n \n\n(27)\n\n \n\n(1,073)\n\nCurrency translation differences\n\n \n\n(4)\n\n \n\n—\n\n \n\n(4)\n\nAt December 31, 2025\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n​\n\n​\n\n**28.**Basic and diluted net (loss)/profit per ADS\n\nBasic and diluted net (loss)/profit per ADS for the years ended December 31, 2023, 2024 and 2025 are calculated as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**For the years ended December 31,**\n\n​\n\n​\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\nNumerator:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet (loss)/profit from continuing operations attributable to ordinary shareholders of Amber International\n\n \n\n(13,536)\n\n​\n\n(23,273)\n\n \n\n4,665\n\nNet loss from discontinued operations attributable to ordinary shareholders of Amber International\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(914)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDenominator:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDenominator for basic net (loss)/profit per ADS — weighted average ADSs outstanding\n\n \n\n61,966,949\n\n​\n\n61,966,949\n\n \n\n86,636,218\n\nAdjustments for the dilutive impact of RSUs\n\n​\n\n—\n\n​\n\n—\n\n​\n\n13,101\n\nDenominator for diluted net profit per ADS — weighted average ADSs outstanding\n\n \n\n61,966,949\n\n​\n\n61,966,949\n\n \n\n86,649,319\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nContinued operations:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n— Basic net (loss)/profit per ADS\n\n \n\n(0.2184)\n\n​\n\n(0.3756)\n\n \n\n0.0538\n\n— Diluted net (loss)/profit per ADS\n\n \n\n(0.2184)\n\n​\n\n(0.3756)\n\n \n\n0.0538\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDiscontinued operations:\n\n \n\n​\n\n​\n\n​\n\n \n\n​\n\n— Basic net loss per ADS\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(0.0105)\n\n— Diluted net loss per ADS\n\n \n\n—\n\n​\n\n—\n\n \n\n(0.0105)\n\n​\n\n​\n\nF-77\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**29****.**Share-based compensation\n\n(a)2010 Share Option Plan\n\nPrior to the merger as discussed in Note 5.1 to the consolidated financial statements, iClick operated the 2010 Share Option Plan which provides for the grant of incentive share options to employees, officers, directors or consultants. The Company’s board of directors administers the 2010 Share Option Plan, selects the individuals to whom options will be granted, determines the number of options to be granted, and the term and exercise price of each option.\n\n​\n\nThe following table summarizes the share option activities for the years ended December 31, 2023, 2024 and 2025:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Weighted**\n\n​\n\n**Weighted**\n\n​\n\n**Weighted**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**average**\n\n​\n\n**average**\n\n​\n\n**average**\n\n​\n\n**Aggregate**\n\n​\n\n​\n\n**Number of**\n\n​\n\n**exercise**\n\n​\n\n**grant date**\n\n​\n\n**remaining**\n\n​\n\n**intrinsic**\n\n​\n\n​\n\n**share**\n\n​\n\n**price**\n\n​\n\n**fair value**\n\n​\n\n**contractual**\n\n​\n\n**value**\n\n​\n\n**  ​ ​ ​**\n\n**options**\n\n**  ​ ​ ​**\n\n**US$**\n\n**  ​ ​ ​**\n\n**US$**\n\n**  ​ ​ ​**\n\n**life years**\n\n**  ​ ​ ​**\n\n**US$’000**\n\nAt January 1, 2023\n\n​\n\n274,830\n\n​\n\n12.92\n\n​\n\nN/A\n\n​\n\n2.69\n\n​\n\n17\n\nForfeited\n\n \n\n(780)\n\n​\n\n5.37\n\n​\n\nN/A\n\n​\n\nN/A\n\n \n\nN/A\n\n**At December 31, 2023**\n\n** **\n\n**274,050**\n\n​\n\n**12.95**\n\n​\n\n**N/A**\n\n​\n\n**1.69**\n\n** **\n\n**16**\n\nVested and expected to vest at December 31, 2023\n\n​\n\n272,612\n\n​\n\n4.33\n\n​\n\n15.38\n\n​\n\n1.69\n\n​\n\n16\n\nExercisable to vest at December 31, 2023\n\n​\n\n273,940\n\n​\n\n4.39\n\n​\n\n15.35\n\n​\n\n1.69\n\n​\n\n16\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nAt January 1, 2024\n\n​\n\n274,050\n\n​\n\n12.95\n\n​\n\nN/A\n\n​\n\n1.69\n\n​\n\n16\n\nExercised\n\n \n\n(23,545)\n\n​\n\n0.32\n\n​\n\nN/A\n\n​\n\nN/A\n\n \n\nN/A\n\nForfeited\n\n \n\n(152,650)\n\n​\n\n5.35\n\n​\n\nN/A\n\n​\n\nN/A\n\n \n\nN/A\n\n**At December 31, 2024**\n\n** **\n\n**97,855**\n\n​\n\n**27.92**\n\n​\n\n**N/A**\n\n​\n\n**0.70**\n\n** **\n\n**22**\n\nVested and expected to vest at December 31, 2024\n\n \n\n85,195\n\n​\n\n3.35\n\n​\n\n16.04\n\n​\n\n0.64\n\n \n\n22\n\nExercisable to vest at December 31, 2024\n\n \n\n97,855\n\n​\n\n3.88\n\n​\n\n15.70\n\n​\n\n0.71\n\n \n\n22\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nAt January 1, 2025\n\n​\n\n97,855\n\n​\n\n27.92\n\n​\n\nN/A\n\n​\n\n0.70\n\n​\n\n22\n\nExercised\n\n​\n\n(10,500)\n\n​\n\n1.61\n\n​\n\nN/A\n\n​\n\nN/A\n\n​\n\nN/A\n\nForfeited\n\n​\n\n(85,905)\n\n​\n\n4.04\n\n​\n\nN/A\n\n​\n\nN/A\n\n​\n\nN/A\n\n**At December 31, 2025**\n\n​\n\n**1,450**\n\n​\n\n**10.26**\n\n​\n\n**N/A**\n\n​\n\n**1.14**\n\n​\n\n**—**\n\nVested and expected to vest at December 31, 2025\n\n \n\n1,450\n\n​\n\n10.26\n\n​\n\n11.60\n\n​\n\n1.14\n\n \n\n—\n\nExercisable to vest at December 31, 2025\n\n \n\n1,450\n\n​\n\n10.26\n\n​\n\n11.60\n\n​\n\n1.14\n\n \n\n—\n\n​\n\nThe binomial option pricing model is used to determine the fair value of the share options granted to employees and non-employees. There were no grants or modification of share options during the years ended December 31, 2023, 2024 and 2025.\n\n​\n\n(b)Post-IPO Share Incentive Plan\n\nThe Post-IPO Share Incentive Plan was approved by the then board of directors of iClick prior to the merger transaction. iClick’s Post-IPO Share Incentive Plan provides for the grant of incentive share options and RSUs to the selected employees, officers, directors or consultants. The board of directors of the Company administers the share incentive plan, selects the individuals to whom options and RSUs will be granted, determines the number of options and RSUs to be granted, and the term and exercise price of each option and RSU.\n\n​\n\nF-78\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**29.****Share-based compensation****(Continued)**\n\n(b)Post-IPO Share Incentive Plan (Continued)\n\nThe following table summarizes the activity of the service-based RSUs for the years ended December 31, 2023, 2024 and 2025:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**Weighted average**\n\n​\n\n​\n\n​\n\n​\n\n**grant date fair value**\n\n​\n\n​\n\n**Number of RSUs**\n\n​\n\n**US$**\n\nAt January 1, 2023\n\n \n\n110,463\n\n \n\n18.26\n\nGranted (with a vesting period of 0 to 4 years)\n\n \n\n762,510\n\n \n\n0.73\n\nVested\n\n​\n\n(208,558)\n\n​\n\n5.32\n\nForfeited/expired\n\n​\n\n(3,875)\n\n​\n\n24.25\n\nAt December 31, 2023\n\n​\n\n660,540\n\n​\n\n2.07\n\nExpected to vest at December 31, 2023\n\n \n\n639,362\n\n \n\n1.12\n\n​\n\n​\n\n​\n\n​\n\n​\n\nAt January 1, 2024\n\n​\n\n660,540\n\n​\n\n2.07\n\nGranted (with a vesting period of 0 to 4 years)\n\n​\n\n357,500\n\n​\n\n0.34\n\nVested\n\n​\n\n(914,999)\n\n​\n\n0.96\n\nForfeited/expired\n\n​\n\n(6,207)\n\n​\n\n18.24\n\nAt December 31, 2024\n\n​\n\n96,834\n\n​\n\n5.11\n\nExpected to vest at December 31, 2024\n\n​\n\n79,325\n\n​\n\n0.76\n\n​\n\n​\n\n​\n\n​\n\n​\n\nAt January 1, 2025\n\n​\n\n96,834\n\n​\n\n5.11\n\nVested\n\n​\n\n(30,547)\n\n​\n\n0.43\n\nForfeited/expired\n\n​\n\n(36,259)\n\n​\n\n11.99\n\nAt December 31, 2025\n\n​\n\n30,028\n\n​\n\n1.36\n\nExpected to vest at December 31, 2025\n\n​\n\n30,028\n\n​\n\n1.36\n\n​\n\nThe fair value of the restricted shares was calculated based on the fair value of ordinary shares of the Company.\n\n​\n\n(c)Post-merger Share Incentive Plan\n\nFollowed the completion of the merger transaction, the Company reserved certain ordinary shares to be issued to any qualified employees who contributed to the major milestone of the Company.\n\nAmber International’s board of directors administers the share incentive plan, selects the individuals to whom RSUs will be granted, determines the number of RSUs to be granted, and the term of each RSU.\n\n​\n\nF-79\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**29.****Share-based compensation****(Continued)**\n\n(c)\n\nPost-merger Share Incentive Plan (Continued)\n\nThe following table summarizes the activity of the service-based RSUs for the year ended December 31, 2025:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Weighted average**\n\n​\n\n​\n\n​\n\n​\n\n**grant date fair value**\n\n​\n\n**  ​ ​ ​**\n\n**Number of RSUs**\n\n**  ​ ​ ​**\n\n**US$**\n\nAt January 1, 2025\n\n \n\n—\n\n \n\n—\n\nGranted (with a vesting period of 0 to 4 years)\n\n \n\n1,089,875\n\n \n\n0.60\n\nVested\n\n \n\n(868,062)\n\n \n\n0.66\n\nAt December 31, 2025\n\n \n\n221,813\n\n \n\n0.35\n\nExpected to vest at December 31, 2025\n\n \n\n221,813\n\n \n\n0.35\n\n​\n\nThe fair value of the restricted shares was calculated based on the fair value of ordinary shares of the Company.\n\n(d)Total share-based compensation costs\n\nTotal share-based compensation costs recognized for the years ended December 31, 2023, 2024 and 2025 are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**For the years ended December 31,**\n\n​\n\n​\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\nSales and marketing\n\n \n\n—\n\n​\n\n—\n\n \n\n12\n\nGeneral and administrative\n\n \n\n—\n\n​\n\n—\n\n \n\n579\n\n​\n\n \n\n—\n\n​\n\n—\n\n \n\n591\n\n​\n\n​\n\n​\n\nF-80\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**30.**Cash flows information\n\n(a)Cash generated from operations\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years ended December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**Note**\n\n**  ​ ​ ​**\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n**Cash flows from operating activities**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(Loss)/profit before income tax\n\n \n\n​\n\n​\n\n(13,536)\n\n \n\n(23,273)\n\n​\n\n1,253\n\n- from continuing operations\n\n \n\n​\n\n​\n\n(13,536)\n\n \n\n(23,273)\n\n​\n\n3,598\n\n- from discontinued operations\n\n \n\n5.2, 5.3\n\n​\n\n—\n\n \n\n—\n\n​\n\n(2,345)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nAdjustments for:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDepreciation of property, plant and equipment\n\n \n\n24\n\n \n\n9\n\n \n\n—\n\n \n\n12\n\nAmortization of intangible assets\n\n \n\n24\n\n \n\n548\n\n \n\n359\n\n \n\n733\n\nAmortization of right-of-use assets\n\n \n\n24\n\n \n\n183\n\n \n\n20\n\n \n\n706\n\nReversal of allowance for credit losses on accounts receivable\n\n \n\n3.1(b)(ii)\n\n \n\n—\n\n \n\n—\n\n \n\n(1,431)\n\nShare-based compensation expenses\n\n \n\n24\n\n \n\n—\n\n \n\n—\n\n \n\n591\n\nFair value changes on financial asset at fair value through profit or loss\n\n \n\n26\n\n \n\n(9)\n\n \n\n(7)\n\n \n\n(534)\n\nShare of losses from an equity investee\n\n \n\n10\n\n \n\n—\n\n \n\n—\n\n \n\n50\n\nRealized fair value changes on digital assets\n\n \n\n​\n\n​\n\n315\n\n \n\n224\n\n​\n\n187\n\nUnrealized fair value changes on digital assets\n\n \n\n​\n\n​\n\n200\n\n \n\n7\n\n​\n\n150\n\nUnrealized fair value changes on amount due to related parties denominated in digital assets\n\n \n\n​\n\n \n\n9,317\n\n \n\n18,007\n\n \n\n1,302\n\nWrite off of other payables, net\n\n​\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(677)\n\nInterest expense\n\n \n\n25\n\n \n\n145\n\n \n\n46\n\n \n\n71\n\nInterest income\n\n \n\n25\n\n \n\n—\n\n \n\n(150)\n\n \n\n(619)\n\n(Gain)/loss on disposal of subsidiary\n\n \n\n​\n\n \n\n—\n\n \n\n(5)\n\n \n\n253\n\nLease modification\n\n \n\n​\n\n \n\n42\n\n \n\n—\n\n \n\n—\n\nNet income received or settled in digital assets\n\n \n\n​\n\n \n\n(1,169)\n\n \n\n(2,495)\n\n \n\n(36,749)\n\n**Changes in working capital:**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n​\n\nTrade and other receivables\n\n \n\n​\n\n \n\n116\n\n \n\n(143)\n\n \n\n3,226\n\nTrade and other payables\n\n \n\n​\n\n \n\n220\n\n \n\n1,204\n\n \n\n(5,067)\n\nContract liabilities\n\n \n\n​\n\n \n\n—\n\n \n\n—\n\n \n\n74\n\nDisposal of crypto assets held\n\n \n\n​\n\n \n\n15,083\n\n \n\n5,651\n\n \n\n11,582\n\n**Cash generated from/(used in) operating activities**\n\n** **\n\n​\n\n** **\n\n**11,464**\n\n** **\n\n**(555)**\n\n \n\n**(24,887)**\n\n​\n\n​\n\nF-81\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**30.**Cash flows information (Continued)\n\n(b)Reconciliation of net liabilities arising from financing activities:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Amounts due**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**to related**\n\n​\n\n**Lease**\n\n​\n\n**Bank**\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**parties**\n\n**  ​ ​ ​**\n\n**liabilities**\n\n**  ​ ​ ​**\n\n**borrowings**\n\n**  ​ ​ ​**\n\n**Total**\n\n​\n\n​\n\n**(Note 31)**\n\n​\n\n**(Note 20)**\n\n​\n\n​\n\n​\n\n​\n\nAt January 1, 2024\n\n \n\n26,875\n\n \n\n—\n\n \n\n—\n\n \n\n26,875\n\nCash flows from financing activities\n\n \n\n2,934\n\n \n\n(11)\n\n \n\n—\n\n \n\n2,923\n\nNon-cash transactions:\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n- Movement in digital assets\n\n​\n\n9,270\n\n​\n\n—\n\n​\n\n—\n\n​\n\n9,270\n\n- Additions of leased assets\n\n​\n\n—\n\n​\n\n724\n\n​\n\n—\n\n​\n\n724\n\n- Interest expense\n\n \n\n—\n\n \n\n2\n\n \n\n—\n\n \n\n2\n\n- Waiver of related party balances\n\n​\n\n(47,106)\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(47,106)\n\n- Unrealized fair value loss\n\n​\n\n18,007\n\n​\n\n—\n\n​\n\n—\n\n​\n\n18,007\n\n**At December 31, 2024**\n\n** **\n\n**9,980**\n\n** **\n\n**715**\n\n** **\n\n**—**\n\n** **\n\n**10,695**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCash flows from financing activities\n\n \n\n12,158\n\n \n\n(796)\n\n \n\n15\n\n \n\n11,377\n\nNon-cash transactions:\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n- Movement in digital assets\n\n​\n\n28,394\n\n​\n\n—\n\n​\n\n—\n\n​\n\n28,394\n\n- Business combination – merger transaction (Note 5.1)\n\n \n\n—\n\n \n\n1,678\n\n \n\n1,938\n\n \n\n3,616\n\n- Transfer to liabilities held for sale\n\n \n\n—\n\n \n\n(33)\n\n \n\n—\n\n \n\n(33)\n\n- Disposal of discontinued operations\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(1,967)\n\n​\n\n(1,967)\n\n- Additions of leased assets\n\n \n\n—\n\n \n\n133\n\n \n\n—\n\n \n\n133\n\n- Lease modification\n\n​\n\n—\n\n​\n\n(125)\n\n​\n\n—\n\n​\n\n(125)\n\n- Interest expense\n\n​\n\n—\n\n​\n\n57\n\n​\n\n14\n\n​\n\n71\n\n- Waiver of related party balances\n\n​\n\n(948)\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(948)\n\n- Unrealized fair value loss\n\n​\n\n(1,553)\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(1,553)\n\n- Foreign exchange\n\n​\n\n—\n\n​\n\n(40)\n\n​\n\n—\n\n​\n\n(40)\n\n**At December 31, 2025**\n\n** **\n\n**48,031**\n\n** **\n\n**1,589**\n\n** **\n\n**—**\n\n** **\n\n**49,620**\n\n​\n\n(c)Major non-cash transactions\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years ended December 31,**\n\n​\n\n  ​ ​ ​\n\n**2023**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2025**\n\nIssuance of ordinary shares for business combination (Note 5.1)\n\n​\n\n—\n\n​\n\n—\n\n​\n\n52,102\n\nWaiver of related party balances\n\n \n\n—\n\n \n\n47,106\n\n \n\n948\n\n​\n\n​\n\nF-82\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**31.**Significant related party transactions and balances\n\nThe Group’s relationships with related parties who had transaction with the Group are summarized as follows:\n\n​\n\n**Related parties**\n\n  ​ ​ ​\n\n**Relationship to the Company**\n\nAmber Global Limited\n\n​\n\nAffiliate\n\nAmber AI Limited\n\n​\n\nAffiliate\n\nAmber AI Services Limited\n\n​\n\nAffiliate\n\nAmber AM Limited\n\n​\n\nAffiliate\n\nAmber Technologies Service Pte. Ltd.\n\n​\n\nAffiliate\n\nWhaleFin Technologies Limited\n\n​\n\nAffiliate\n\nAmber Technologies Limited\n\n​\n\nAffiliate\n\nAmber Vault AUS Pty. Ltd.\n\n​\n\nAffiliate\n\nAmber Technologies Global Pte. Ltd.\n\n​\n\nAffiliate\n\nAmber Technologies North America Ltd\n\n​\n\nAffiliate\n\nAmber Technologies Service Pte. Ltd.\n\n​\n\nAffiliate\n\nLead Accelerating Limited\n\n​\n\nAffiliate\n\nWhaleFin Markets Limited\n\n​\n\nAffiliate\n\nAmber Custodian Services Limited\n\n​\n\nAffiliate\n\nGamma Digital Limited\n\n​\n\nAffiliate\n\nAmber Mega Limited\n\n​\n\nAffiliate\n\nAmber Macro Holding Limited\n\n​\n\nAffiliate\n\nAxiom AI Limited\n\n​\n\nAffiliate\n\nRigsec Technology Holding Limited\n\n​\n\nAffiliate\n\nRigsec Technology Limited\n\n​\n\nAffiliate\n\nAmber Services NA, LLC\n\n​\n\nAffiliate\n\nAAC Global Holding Limited\n\n​\n\nAffiliate\n\nAG Global Technology Limited Inc.\n\n​\n\nAffiliate\n\nAmber Global Alpha Fund Management Limited\n\n​\n\nAffiliate\n\nProton Fund SPC\n\n​\n\nAffiliate\n\nAmber ALIR Limited\n\n​\n\nAffiliate\n\nAmber ALIR Holding Limited\n\n​\n\nAffiliate\n\n​\n\n​\n\nF-83\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**31.****Significant related party transactions and balances (Continued)**\n\n(a)\n\nRelated party transactions\n\nIn addition to the related party information disclosed elsewhere in the financial statements, the following transactions with related parties took place at terms agreed between the parties during the financial period:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years ended December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n**Revenue generated from:**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nWhaleFin Technologies Limited\n\n \n\n308\n\n \n\n1,898\n\n \n\n24,142\n\nAmber Technologies Limited\n\n \n\n1,277\n\n​\n\n—\n\n​\n\n—\n\nLead Accelerating Limited\n\n​\n\n18\n\n​\n\n3,709\n\n​\n\n8,860\n\nAG Global Technology Limited Inc.\n\n​\n\n—\n\n​\n\n—\n\n​\n\n3,542\n\nProton Fund SPC\n\n​\n\n—\n\n​\n\n—\n\n​\n\n4,991\n\nAxiom AI Limited\n\n​\n\n—\n\n​\n\n—\n\n​\n\n1,342\n\nAmber Global Alpha Fund Management Limited\n\n​\n\n—\n\n​\n\n—\n\n​\n\n34\n\nAmber ALIR Holding Limited\n\n​\n\n—\n\n​\n\n—\n\n​\n\n1\n\nRigsec Technology Holding Limited\n\n​\n\n—\n\n​\n\n—\n\n​\n\n62\n\nRigsec Technology Limited\n\n​\n\n25\n\n​\n\n25\n\n​\n\n—\n\nGamma Digital Limited\n\n​\n\n—\n\n​\n\n5\n\n​\n\n6\n\n​\n\n​\n\n1,628\n\n​\n\n5,637\n\n​\n\n42,980\n\n​\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Cost of revenue to:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nWhaleFin Technologies Limited\n\n \n\n9\n\n​\n\n49\n\n​\n\n—\n\nLead Accelerating Limited\n\n​\n\n6\n\n​\n\n22\n\n​\n\n329\n\nAmber ALIR Holding Limited\n\n​\n\n—\n\n​\n\n—\n\n​\n\n103\n\nAmber AI Services Limited\n\n​\n\n—\n\n​\n\n—\n\n​\n\n19\n\nAmber Technologies Global Pte. Ltd.\n\n​\n\n2\n\n​\n\n—\n\n​\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Service income from:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nAmber Technologies Service Pte. Ltd.\n\n​\n\n—\n\n​\n\n66\n\n​\n\n106\n\nWhaleFin Markets Limited\n\n​\n\n—\n\n​\n\n48\n\n​\n\n108\n\nAxiom AI Limited\n\n​\n\n—\n\n​\n\n—\n\n​\n\n375\n\nAAC Global Holding Limited\n\n​\n\n—\n\n​\n\n—\n\n​\n\n7\n\n​\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Outsourcing/support services provided by:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nAmber Technologies North America Ltd\n\n \n\n—\n\n​\n\n7\n\n​\n\n1,675\n\nAmber Technologies Global Pte. Ltd.\n\n \n\n90\n\n​\n\n—\n\n​\n\n—\n\nAmber AI Limited\n\n​\n\n—\n\n​\n\n—\n\n​\n\n10,622\n\nAmber AI Services Limited\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n2,960\n\nAmber AM Limited\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n32\n\nAmber Services NA, LLC\n\n \n\n—\n\n​\n\n—\n\n​\n\n403\n\nAmber ALIR Holding Limited\n\n \n\n—\n\n​\n\n—\n\n​\n\n282\n\nAmber Technologies Service Pte. Ltd.\n\n \n\n—\n\n​\n\n—\n\n​\n\n55\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Interest expenses to:**\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\nAmber Global Limited\n\n \n\n58\n\n​\n\n17\n\n​\n\n—\n\nAmber Technologies Global Pte. Ltd.\n\n \n\n73\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Service fee to:**\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\nRigsec Technology Limited\n\n \n\n—\n\n​\n\n59\n\n​\n\n185\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Payment on behalf:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nAmber AI Limited\n\n​\n\n—\n\n​\n\n—\n\n​\n\n320\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Waiver of balance by:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nAmber Global Limited\n\n​\n\n—\n\n​\n\n47,106\n\n​\n\n948\n\n​\n\nF-84\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**31.****Significant related party transactions and balances (Continued)**\n\n(b)\n\nRelated parties balances\n\nAmounts due from related parties\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of **\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2025**\n\n**Trade nature (Note (i))**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nGamma Digital Limited\n\n \n\n—\n\n \n\n5\n\n \n\n1\n\nWhaleFin Technologies Limited\n\n \n\n7,506\n\n \n\n—\n\n \n\n—\n\nLead Accelerating Limited\n\n \n\n—\n\n \n\n4,108\n\n \n\n930\n\nAG Global Technology Limited Inc.\n\n​\n\n—\n\n​\n\n—\n\n​\n\n25,447\n\nAxiom AI Limited\n\n​\n\n—\n\n​\n\n—\n\n​\n\n97\n\nAmber Global Alpha Fund Management Limited\n\n​\n\n—\n\n​\n\n—\n\n​\n\n34\n\nProton Fund SPC\n\n​\n\n1\n\n​\n\n—\n\n​\n\n—\n\nRigsec Technology Limited\n\n​\n\n25\n\n​\n\n—\n\n​\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Non-trade nature (Note (ii))**\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\nAmber AI Limited\n\n \n\n—\n\n \n\n124\n\n \n\n—\n\nAmber Technologies Global Pte. Ltd.\n\n \n\n—\n\n \n\n47\n\n \n\n—\n\nAmber Technologies Service Pte. Ltd.\n\n \n\n—\n\n \n\n66\n\n \n\n74\n\nWhaleFin Technologies Limited\n\n \n\n—\n\n \n\n1,657\n\n \n\n—\n\nWhaleFin Markets Limited\n\n \n\n—\n\n \n\n5,501\n\n \n\n5,503\n\nAmber Custodian Services Limited\n\n \n\n—\n\n \n\n15\n\n \n\n160\n\nAmber Global Limited\n\n \n\n3,000\n\n \n\n—\n\n \n\n15\n\nAmber Mega Limited\n\n \n\n—\n\n \n\n5\n\n \n\n—\n\nAxiom AI Limited\n\n \n\n—\n\n \n\n—\n\n \n\n74\n\nRigsec Technology Holding Limited\n\n \n\n—\n\n \n\n—\n\n \n\n6\n\nAmber Macro Holding Limited\n\n \n\n—\n\n \n\n5\n\n \n\n—\n\nNote:\n\ni)Balances are trade in nature, unsecured, interest—free and with credit terms of 30 days (2024: 30 days).\n\nii)These non-trade receivables mainly pertained to expenses paid on behalf of related parties.\n\nBalances are non-trade in nature, unsecured, interest—free and repayable on demand.\n\nAmounts due from related parties are denominated in the following currencies:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of **\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2025**\n\nUS$\n\n​\n\n3,026\n\n​\n\n4,447\n\n​\n\n6,050\n\nSGD\n\n \n\n—\n\n \n\n48\n\n \n\n74\n\nHK$\n\n \n\n—\n\n \n\n2,930\n\n \n\n2,930\n\n​\n\n \n\n3,026\n\n \n\n7,425\n\n \n\n9,054\n\n​\n\n​\n\nF-85\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**31.****Significant related party transactions and balances (Continued)**\n\n(b)\n\nRelated parties balances (Continued)\n\nAmounts due from related parties (Continued)\n\nThe following table sets forth the fair value of the amounts due from related parties that were denominated in digital assets:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of **\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2025**\n\nBTC\n\n​\n\n3,058\n\n​\n\n4,130\n\n​\n\n(48,008)\n\nETH\n\n \n\n1,161\n\n \n\n155\n\n \n\n(4,368)\n\nUSDS (Note)\n\n​\n\n1,734\n\n​\n\n—\n\n​\n\n92,586\n\nUSDC\n\n​\n\n819\n\n​\n\n—\n\n​\n\n(37,139)\n\nUSDT\n\n​\n\n734\n\n​\n\n—\n\n​\n\n20,356\n\nADA\n\n \n\n—\n\n \n\n(35)\n\n \n\n33\n\nBCH\n\n \n\n—\n\n \n\n(13)\n\n \n\n85\n\nDOT\n\n \n\n—\n\n \n\n(10)\n\n \n\n(22)\n\nXRP\n\n \n\n—\n\n \n\n(119)\n\n \n\n(236)\n\n​\n\n \n\n7,506\n\n \n\n4,108\n\n \n\n23,287\n\nNote:\n\nUSDS 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$1.\n\n​\n\n​\n\nF-86\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**31.****Significant related party transactions and balances (Continued)**\n\n(b)\n\nRelated parties balances (Continued)\n\nAmounts due to related parties\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of **\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2025**\n\n**Trade nature**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nAmber Global Limited\n\n​\n\n21,848\n\n​\n\n—\n\n​\n\n—\n\nAmber Technologies Limited\n\n​\n\n23\n\n​\n\n—\n\n​\n\n—\n\nLead Accelerating Limited\n\n​\n\n—\n\n​\n\n1,723\n\n​\n\n3,260\n\nWhaleFin Technologies Limited\n\n \n\n—\n\n \n\n8,245\n\n \n\n—\n\nAG Global Technology Limited Inc.\n\n \n\n—\n\n \n\n—\n\n \n\n127\n\nProton Fund SPC\n\n \n\n—\n\n \n\n—\n\n \n\n39,506\n\nAmber ALIR Holding Ltd\n\n​\n\n—\n\n​\n\n—\n\n​\n\n52\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Non-trade nature**\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\nAmber AI Limited\n\n \n\n11\n\n \n\n5\n\n \n\n3,158\n\nAmber Global Limited\n\n \n\n4,946\n\n \n\n—\n\n \n\n—\n\nAmber Technologies Service Pte. Ltd\n\n \n\n2\n\n \n\n—\n\n \n\n—\n\nAmber Global Technologies Pte. Ltd\n\n \n\n45\n\n \n\n—\n\n \n\n—\n\nAmber Technologies North America Limited\n\n \n\n—\n\n \n\n7\n\n \n\n460\n\nAmber AI Services Limited\n\n \n\n—\n\n \n\n—\n\n \n\n749\n\nAmber AM Limited\n\n \n\n—\n\n \n\n—\n\n \n\n2\n\nRigsec Technology Limited\n\n \n\n—\n\n \n\n—\n\n \n\n30\n\nAG Global Technology Limited Inc.\n\n​\n\n—\n\n​\n\n—\n\n​\n\n25\n\nAmber ALIR Holding Limited\n\n​\n\n—\n\n​\n\n—\n\n​\n\n2\n\nLead Accelerating Limited\n\n​\n\n—\n\n​\n\n—\n\n​\n\n52\n\nAmber Services NA, LLC\n\n​\n\n—\n\n​\n\n—\n\n​\n\n58\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Loan payable**\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\nAG Global Technology Limited Inc. (Note)\n\n \n\n—\n\n \n\n—\n\n \n\n550\n\nNote:\n\nThe loan payable to AG Global Technology Limited Inc. is for working capital purpose. It is unsecured, interest-free, repayable on demand, and denominated in US$.\n\n​\n\nAmounts due to related parties are denominated in the following currencies:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of **\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2025**\n\nUS$\n\n​\n\n3,508\n\n​\n\n1,728\n\n​\n\n5,096\n\nSGD\n\n \n\n1,496\n\n \n\n7\n\n \n\n—\n\nOthers\n\n \n\n—\n\n \n\n—\n\n \n\n42\n\n​\n\n \n\n5,004\n\n \n\n1,735\n\n \n\n5,138\n\n​\n\n​\n\nF-87\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**31.****Significant related party transactions and balances (Continued)**\n\n(b)\n\nRelated parties balances (Continued)\n\nAmounts due to related parties (Continued)\n\nThe following table sets forth the fair value of the amount due to related parties that were denominated in digital assets:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of **\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**January 1,**\n\n​\n\n**As of December 31,**\n\n​\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2025**\n\nBTC\n\n​\n\n12,543\n\n​\n\n5,262\n\n​\n\n(47,475)\n\nETH\n\n \n\n4,627\n\n \n\n531\n\n \n\n(289)\n\nUSDS (Note)\n\n​\n\n23\n\n​\n\n—\n\n​\n\n57,881\n\nUSDC\n\n \n\n4,678\n\n \n\n2,354\n\n \n\n13,351\n\nUSDT\n\n \n\n—\n\n \n\n98\n\n \n\n19,031\n\nOthers (Note)\n\n​\n\n—\n\n​\n\n—\n\n​\n\n394\n\n​\n\n \n\n21,871\n\n \n\n8,245\n\n \n\n42,893\n\nNote:\n\nUSDS 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$1.\n\nOthers mainly consist of “XRP”, “ADA”, “BCH”, “ADA”, “DOT” and “SOL”, no other crypto asset individually representing more than 1% of the total.\n\n(c)Key management compensation\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years ended December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n  ​ ​ ​\n\n**2025**\n\nFees\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\nSalaries, bonus and allowances\n\n \n\n—\n\n \n\n257\n\n \n\n1,059\n\nDefined contribution retirement schemes\n\n \n\n—\n\n \n\n—\n\n \n\n10\n\nShare-based compensation expenses\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n​\n\n \n\n—\n\n \n\n257\n\n \n\n1,069\n\n​\n\n​\n\n​\n\nF-88\n\n[Table of Contents](#TOC)\n\n**AMBER INTERNATIONAL HOLDING LIMITED**\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n(US$’000, except share data and per share data, or otherwise noted)\n\n**32.**Commitments and contingencies\n\n(a)Litigation\n\nIn the ordinary course of the business, the Company is subject to periodic legal or administrative proceedings. As of December 31, 2025, 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.\n\n(b)Capital commitments\n\nAs of December 31, 2024 and 2025, the Company had no capital commitments.\n\n​\n\n**33.**\n\n**Subsequent events**\n\nIn April 2026, the Group entered into a service agreement with Lead Accelerating Limited, a wholly owned subsidiary of Amber Global Limited, pursuant to which we agreed to provide platform technical, platform and operational services through a self-developed technology platform in connection with the market making business beginning in the second quarter of 2026.\n\nExcept as disclosed above, the Company evaluated subsequent events from December 31, 2025 through the date when the consolidated financial statements were issued, and concluded that no other subsequent events have occurred that would require recognition or disclosure in the consolidated financial statements.\n\n​\n\n**34.****Restricted net assets**\n\nRelevant PRC laws and regulations permit payments of dividends by the Company’s subsidiary and VIE incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, the Company’s PRC subsidiary and VIE are required to annually appropriate 10% of their net after—tax income to the statutory general reserve fund prior to payment of any dividends, unless such reserve funds have reached 50% of their respective registered capital. As a result of these and other restrictions under PRC laws and regulations, the Company’s PRC subsidiary and VIE are restricted in their ability to transfer a portion of their net assets to the Company either in the form of dividends, loans or advances. Even though Amber International currently does not require any such dividends, loans or advances from the PRC entities for working capital and other funding purposes, Amber International may in the future require additional cash resources from them due to changes in business conditions, to fund future acquisitions and development, or merely to declare and pay dividends or distributions to our shareholders. Except for the above, there is no other restriction on use of proceeds generated by the Company’s PRC subsidiary and VIE to satisfy any obligations of Amber International.\n\nFurthermore, cash transfers from Amber International’s PRC subsidiaries to its parent companies outside of China are subject to PRC government control of currency conversion. Shortages in the availability of foreign currency at the time of requesting such conversion may temporarily delay the ability of the PRC subsidiaries and consolidated affiliated entities to remit sufficient foreign currency to pay dividends or other payments to Amber International, or otherwise satisfy their foreign currency denominated obligations.\n\nAs of December 31, 2025, no funds are available for distribution by Amber International’s PRC subsidiary and VIE. Except for the above there is no other restriction on the use of proceeds generated by Amber International’s PRC subsidiary and VIE to satisfy any obligations of Amber International.\n\nThe Group performed a test on the restricted net assets of its subsidiaries and VIEs in accordance with Securities and Exchange Commission Regulation S — X Rule 4 — 08 (e) (3), “General Notes to Financial Statements” and concluded that the restricted net assets do not exceed 25% of the consolidated net assets of the Group as of December 31, 2025 and the condensed financial information of the parent company are not required to be presented.\n\n​\n\nF-89"}