{"url_path":"/sec/ambr/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 ****INFORMATION ON THE COMPANY**","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":5942,"has_tables":true,"body_markdown":"**ITEM 4.****INFORMATION ON THE COMPANY**\n\nA.History and Development of the Company\n\nOur history can be traced back to 2009, when iClick commenced its online marketing business. In February 2010, iClick restructured its holding structuring by incorporating Optimix Media Asia Limited in the Cayman Islands as the holding company of Optimix HK to facilitate financing and offshore listing. In March 2017, iClick changed its name from Optimix Media Asia Limited to iClick Interactive Asia Group Limited. On December 21, 2017, iClick’s ADSs commenced trading on Nasdaq Global Market under the symbol “ICLK.” iClick implemented an ADS ratio change on November 14, 2022, and completed the disposals of its Chinese Mainland enterprise solutions business and demand-side marketing solutions business in 2024 (the “Disposals”).\n\nOn November 29, 2024, iClick entered into a definitive agreement and plan of merger (the “Merger Agreement”), with Overlord Merger Sub Ltd. (“Merger Sub”), pursuant to which the 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 (the “Merger”).\n\n56\n\n[Table of Contents](#TOC)\n\nTo expedite the closing of the Merger, the parties entered to an Amendment, Waiver and Framework Agreement (the “Framework Agreement”) to amend and waive certain closing conditions to the Merger, including in relation to the DWM Asset Restructuring and these regulatory approvals, and to provide for alternative arrangements that would afford iClick with substantially the same economic benefits as the transactions contemplated under the Merger Agreement. Specifically, (i) pursuant to the Framework Agreement, the parties have agreed to complete the DWM Asset Restructuring and cause Sparrow Tech Private Limited to become an indirect subsidiary of iClick promptly upon the receipt of the relevant regulatory approvals, and (ii) pursuant to certain intercompany services agreement entered into concurrently with the execution of the Framework Agreement, while the regulatory approvals are pending, iClick will receive 100% of the consolidated basis net income generated by the WFTL Assigned Contracts and 100% consolidated net income of Sparrow Tech Private Limited. The Company became a controller in Sparrow Tech Private Limited as of April 25, 2025. On October 28, 2025, the WFTL Assigned Contracts were assumed by AGTL, which is also a wholly owned subsidiary of Amber Group and an affiliate of ours, and Amber Match Limited, one of our wholly owned subsidiaries, entered into intercompany services agreement with AGTL to replace its previous agreement with WFTL on substantially the same terms. On April 2, 2026, Amber Premium FZE, one of our wholly owned subsidiaries, received a VASP License from Dubai’s VARA. The VASP License grants us the authority to commence operations and to offer three regulated activities in and from the Emirate of Dubai, including virtual asset (VA) Broker‑Dealer Services, VA Management and Investment Services, and VA Lending and Borrowing Services for global institutional and qualified investors as defined under VARA’s rulebooks. As of the date of this annual report, the DWM Asset Restructuring has not been completed as certain requisite local regulatory approvals have not been obtained.\n\nThe Merger was closed on March 12, 2025. In connection with the Merger, the Company changed its name from “iClick Interactive Asia Group Limited” to “Amber International Holding Limited”. In addition, the Company’s ADSs began trading under the new ticker symbol “AMBR” on the Nasdaq effective on March 13, 2025.\n\nOur principal executive offices are located at 1 Wallich Street, #30-02 Guoco Tower, Singapore 078881. Our telephone number at this address is +65 60220228. Our registered office in the Cayman Islands is located at Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our website is https://www.ambr.io/. The SEC also maintains an internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC.\n\nB.Business Overview\n\nWe are a leading digital asset wealth management platform, operating under the brand name “Amber Premium”, strategically positioned within the rapidly expanding digital asset market. We act as the institutional gateway to crypto finance, providing market access, execution infrastructure, and investment solutions for institutional investors and high-net-worth individuals (HNWIs).\n\nAs institutions and HNWIs increasingly explore opportunities in the digital asset sector, their initial participation is often through familiar traditional financial instruments, such as exchange-traded funds (ETFs) and direct exposure to Bitcoin. As their engagement deepens, these investors increasingly recognize that the digital asset landscape encompasses a broader range of opportunities, including blockchain-based innovations, decentralized finance (DeFi) applications, and tokenized financial products. We seek to address these evolving needs by offering institutional-grade execution services, comprehensive suite of investment products, and integrated crypto payment solutions that extend beyond traditional financial (TradFi) instruments. Leveraging our market expertise, proprietary technologies, and institutional-level risk management practices, we enable clients to effectively navigate the complexities of the digital asset ecosystem, optimize portfolio strategies, and identify new opportunities for growth within this emerging asset class.\n\nBy seamlessly merging traditional finance and decentralized finance, we provide the following major products to meet our clients’ evolving needs:\n\n●\n\nComprehensive Wealth Management Solutions Structured Investment Products – We offer a range of products with option structures, including dual cryptocurrency instruments and accumulator/decumulator products, which are designed to support systematic asset accumulation and manage exposure in a risk-adjusted manner.\n\n●\n\nYield & DeFi Solutions – We offer earn programs, staking rewards, and DeFi yield-related products, which are structured to enhance capital efficiency while maintaining effective risk management.\n\n57\n\n[Table of Contents](#TOC)\n\n●\n\nCollateralized Lending – We offer crypto-backed financing solutions that allow clients to obtain liquidity against their digital asset holdings. These services include configurable loan terms and automated position monitoring mechanisms designed to reduce the risk of forced liquidation.\n\nFull-Stack Execution Solutions\n\nOur execution solutions provide direct access to over 2,000 trading pairs across more than 100 centralized exchanges (CEXs), decentralized exchanges (DEXs), and over-the-counter (OTC) markets. The platform’s connectivity to a broad network of liquidity sources enables trade execution across a wide range of digital assets.\n\n●\n\nAutomated Execution – Our execution services are backed by a high-performance trading infrastructure, supporting automated strategies and advanced order execution methods, such as Volume Weighted Average Price (VWAP) and Time Weighted Average Price (TWAP), and Iceberg strategies for optimized trading.\n\n●\n\nOTC Trading – We offer over-the-counter trading solutions through a 24/7 institutional OTC desk to facilitate large-order execution through bilateral transactions. The solutions are tailored to institutional clients and are designed to minimize market impact.\n\nSeamless Crypto Payment Solutions\n\n●\n\nFiat On/Off-Ramp – We provide crypto-to-fiat and fiat-to-crypto conversion services through regulated channels, enabling clients to transact between digital assets and traditional currencies in a secure and compliant manner.\n\n●\n\nAmber Premium Crypto Card – Amber Premium Crypto Card is a virtual payment solution designed to seamlessly integrate digital assets with traditional financial systems. This card enables users to directly spend a broad range of cryptocurrencies—including yield-generating digital assets—at merchants worldwide, with real-time transaction settlement. The Amber Premium Crypto Card aims to enhance the utility of digital assets by facilitating instantaneous and secure payments across the global merchant network.\n\n**Technology and Innovation**\n\nWe leverage cutting-edge technology to stay at the forefront of the rapidly evolving digital asset space. We integrate the latest advancements in blockchain technology with traditional financial services, creating a seamless and efficient platform for our clients. Amber Premium’s commitment to technology and innovation ensures that clients have access to secure and user-friendly tools and products that meet the demands of today’s digital economy.\n\nWe have achieved technological advancements in the following key areas:\n\n●\n\n*Proprietary Platforms* – We have developed proprietary digital platforms that enable clients to manage their portfolios securely and efficiently. These platforms include mobile apps and web interfaces with real-time updates, market analytics and secure transaction execution. Designed with a sleek and user-friendly interface, these platforms ensure accessibility and ease of use for both institutional and high-net-worth individual clients.\n\n●\n\n*Web3 Integration* – As the Web3 ecosystem continues to grow, we integrate DeFi capabilities into its offerings, which includes access to yield enhanced products, staking rewards and airdrops from leading Web3 projects. By staying ahead of the curve in Web3 technology, we provide our clients with new, lucrative opportunities within the DeFi space.\n\n58\n\n[Table of Contents](#TOC)\n\n●\n\n*Web3 Tools* – We use state-of-the-art blockchain security measures, including advanced encryption, cold and hot wallet storage solutions and multi-factor authentication. This robust infrastructure ensures the safety of client assets and personal data, positioning us as a trusted player in the digital asset industry. *AI and Data Analytics* – We utilize artificial intelligence and advanced data analytics to enhance our investment strategies and risk management processes. For instance, MIA, our first in-house developed AI agent, has been deployed externally for content generation, social media consistency, and investor engagement, and internally as a proactive workspace assistant accelerating workflows via a proprietary skill hub and secure internal database. In addition, we are actively developing the A-Suite, a cohesive architecture of three AI-native operating systems designed not only to power businesses such as Amber Premium but also to intelligently coordinate liquidity, yield management and asset distribution at scale. In the first quarter of 2026, we expect to officially announce the first of these three operating systems: an AI-native autonomous workflow engine for digital asset liquidity management. Over time, we anticipate that the A-Suite will unlock new, scalable revenue streams and significantly enhance our operating leverage in the periods following its launch.\n\n**Our Clients and Client Support**\n\nAs of December 31, 2025, Amber Premium served a community of 998 active clients. Active clients are who had conducted at least one transaction during the consecutive three months ended December 31, 2025 or whose assets under management with the Company were greater than US$10 thousand. Our institutional clients comprise sophisticated players across the financial landscape, from established family offices and hedge funds to forward-thinking venture capital firms and crypto-native institutions. Our individual client base consists of high-net-worth and ultra-high-net-worth individuals who are shaping the future of digital asset investments.\n\nAt the heart of our service model is deep client engagement, powered by dedicated relationship managers who understand each client’s unique investment philosophy and objectives. These managers maintain regular strategic dialogue with clients, gathering insights that not only enhance our service delivery but also inform its product development roadmap. The clients are more than just users — they are partners whose strategic vision and investment approaches actively contribute to advancing the onchain economy.\n\n**Licenses**\n\nWe currently require license to operate our business in Singapore. Sparrow Tech Private Limited, our wholly-owned subsidiary, holds a Major Payment Institution (MPI) License issued by the Monetary Authority of Singapore to provide Digital Payment Token services in Singapore under the Payment Services Act, trading as Amber Premium Singapore.\n\nOn April 2, 2026, Amber Premium FZE, one of our wholly owned subsidiaries, received a VASP License from Dubai’s VARA. The VASP License grants Amber Premium the authority to commence operations and to offer three regulated activities in and from the Emirate of Dubai, including VA Broker‑Dealer Services, VA Management and Investment Services, and VA Lending and Borrowing Services for global institutional and qualified investors as defined under VARA’s rulebooks.\n\n**Risk Management**\n\nWe have developed a comprehensive risk management framework that prioritizes security, compliance and monitoring of the digital assets we hold on behalf of our clients and for our operating purposes.\n\n●\n\n*Comprehensive client on-boarding and ongoing monitoring* – Our KYC program encompasses key components such as client due diligence, risk assessments, enhanced reviews for high-risk clients and name screening against global sanctions list. Following the client onboarding process, we monitor client profiles and transaction activities to detect and address suspicious behaviors, ensuring compliance with regulatory requirements across our operating jurisdictions. We leverage a combination of proprietary tools and external partnerships to analyze blockchain-based transactions in real-time while overseeing deposits, withdrawals and trades within our ecosystem. This comprehensive setup enables us to swiftly respond to emerging threats in the onchain economy, develop tailored scenarios and typologies for specific transaction patterns, and maintain the flexibility necessary to support new products and services effectively.\n\n59\n\n[Table of Contents](#TOC)\n\n●\n\n*Cybersecurity and cryptography technology* – We prioritize the security of client assets and data by employing best-in-class cybersecurity measures. In collaboration with Amber Group, we have attained multiple globally recognized certifications in cybersecurity and information security, including ISO 27001, demonstrating their robust approach to securing data and mitigating cyber threats. Amber Group and we further align their practices with the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework, ensuring a structured and proactive approach to managing risks. Complementing their cybersecurity focus, Amber Group and we have also achieved certifications in privacy protection, such as ISO 27701 and ISO 29151, and conforms to the NIST Privacy Framework. These accomplishments exemplify our comprehensive capabilities in protecting information and highlight our unwavering dedication to upholding the highest standards of security, privacy and regulatory compliance. To further enhance asset security, Amber Group and we employ a Hardware Security Module solution to manage a combination of cold (air-gapped) and hot wallets. This approach ensures the secure storage and protection of idle crypto assets, providing robust security and peace of mind for clients. See “—Synergistic Collaborations with Amber Group” for more details of the relationship and collaborations between us and Amber Group.\n\n●\n\n*Advanced risk management framework –* We have implemented a sophisticated, technology-driven risk management system designed to effectively identify, assess and mitigate risks across our operations while ensuring full compliance with applicable laws and regulations. Our risk and compliance teams collaborate closely, working together to review and address credit, operational, compliance and enterprise risks. Guidelines and measures are continuously updated to reflect evolving regulatory requirements and industry best practices. For example, we have clear and efficient mechanisms of managing various types of risks, and has established related policies to standardize the processes to identify, evaluate, report and mitigate potential risks. The risk team holds regular meetings to evaluate current risk management status and develop mitigation plans for potential risks. To enhance internal controls and operational integrity, we conduct annual internal audits in partnership with reputable third-party auditors. These audits cover daily operations, financial and accounting practices and overall business management, ensuring the organization’s processes remain effective and resilient. Additionally, we have established various specialized internal committees, each dedicated to critical aspects of the organization’s functions. This structure ensures strategic alignment, informed decision-making and effective oversight across all areas of our business.\n\n******Synergistic Collaborations with Amber Group**\n\nAmber Premium commenced its operations in 2021 as the crypto private banking business of Amber Group, and transitioned to operate independently in the second half of 2023. Amber Group, a shareholder of the Company, is a leading digital financial services provider that offers a diverse range of complementary businesses, including digital asset management business, digital asset advisory, liquidity, investment & research business and digital asset infrastructure business.\n\nWe believe collaboration with Amber Group brings significant strategic value to us, and vice versa. We cooperate with various segments within Amber Group across a number of areas. For instance, the Asset Management division of Amber Group offers an array of earn, structured and fund products, helping our clients optimize their digital asset investments. We and the Asset Management division also jointly develop financial products, such as derivatives or specialty funds, tailored to the unique needs of these clients. Meanwhile, the Advisory, Liquidity, Investment & Research segment, or externally known as Amber Labs, identifies early-stage digital asset companies, presenting investment opportunities to our clients. It also supports the token design and fundraising activity for these clients. The Infrastructure segment via RigSec, an advanced self-custody technology solution, at Amber Group provides us with secure hot and cold wallet infrastructure, ensuring the safe custody of client assets.\n\nWe believe we enjoy the following synergies from our mutually beneficial cooperation with Amber Group:\n\n●\n\n*Unified Branding and Market Positioning –* We benefit from Amber Group’s strong brand recognition and industry expertise. The association with Amber Group allows us to leverage our established market position and win the trust of a larger pool of potential clients.\n\n●\n\n*Shared Infrastructure and Resources –* We tap into Amber Group’s advanced technological infrastructure, including its blockchain solutions and digital asset custody services. This shared infrastructure ensures that our clients benefit from robust, secure and scalable platforms.\n\n60\n\n[Table of Contents](#TOC)\n\n●\n\n*Cross-selling and Referral Opportunities –* As part of the Amber Group ecosystem, we have the opportunity to cross-sell its services to Amber Group’s existing clients, while also attracting new clients through Amber Group’s extensive network in the digital asset and traditional financial sectors.\n\n●\n\n*Collaborative Product Development –* We and Amber Group collaborate on the development of innovative products, such as structured investment strategies and DeFi yield enhanced products. This collaboration enables us to stay ahead of market trends and provide our clients with cutting-edge investment opportunities.\n\n**Our Marketing and Branding**\n\nWe have developed a strong brand presence in the digital asset wealth management space, driven by a client-centric approach and high-quality service delivery. Our marketing efforts are focusing on building trust, fostering long-term relationships and positioning itself as the go-to provider of digital asset wealth management services. We adopt the following key marketing and branding strategies:\n\n●\n\nReferral-based Growth – We have grown our client base primarily through referrals from satisfied clients. By focusing on delivering quality services and personalized solutions, we have established a reputation for excellence, leading to organic growth.\n\n●\n\nTargeted Events and Sponsorships – We sponsor and organize exclusive events, seminars and webinars targeted at high-net-worth individuals, institutions and family offices interested in digital assets. These events foster thought leadership and position us as a trusted partner in the digital asset wealth management industry.\n\n●\n\nCross-marketing with Amber Group – We engage in cross-marketing initiatives with Amber Group, its shareholder and strategic partner, allowing both entities to promote their products and services and facilitate client referrals. Through joint campaigns, both Amber Group and us reach a broader audience of potential clients across digital asset and traditional finance sectors.\n\n●\n\nEducational Content and Thought Leadership – We invest in educating its clients through content marketing, offering insights on digital asset trends, investment strategies and Web3 technologies. This positions we as a knowledgeable leader in the space, helping to attract informed investors.\n\n**II.****Legacy Marketing and Enterprise Solutions**\n\nTo a lesser extent, we continue to operate legacy marketing solutions and enterprise solutions business in Asia after the Merger.\n\nOur marketing solutions serve as an integrated cross-channel gateway that provides marketers with innovative and cost-effective ways to optimize their online marketing efforts throughout their marketing cycle and achieve their branding and performance-based marketing goals. Our integrated data driven marketing solutions help marketers engage and activate potential customers, as well as monitor and measure the results of marketing campaigns. Our marketing solutions appeal to marketers by offering omni-channel reach to our audience. We provide our clients with one-stop access to a wide variety of cross-channel content distribution opportunities, including those from leading online publishers. We work closely with our content distribution partners to facilitate innovative and effective audience engagement.\n\nLeveraging our data analytics expertise and experience in online marketing, we have launched our enterprise solutions in May 2018 to help clients collect information from different consumer touchpoints, and integrate them into a single data management platform to drive sales and marketing decisions.\n\nThrough our suite of end-to-end solutions, enabled and supported by our extensive data set, sophisticated data analytics capabilities and cutting-edge technologies, we deliver highly integrated customer experience and address clients’ needs to:\n\n●\n\nidentify their potential customers;\n\n●\n\nengage and activate potential customers;\n\n61\n\n[Table of Contents](#TOC)\n\n●\n\nmonitor and measure the results of online marketing campaigns;\n\n●\n\ncreate content catering to their potential customers;\n\n●\n\nbuild and operate personalized storefronts on social media platforms;\n\n●\n\ndevelop SaaS-based tools;\n\n●\n\nprovide operational services and support;\n\n●\n\nutilize data analytics to advise business decisions; and\n\n●\n\nmarketing automation\n\n**Our Data and Data Analytics Capabilities and Technologies**\n\nOur Data Assets\n\nOur data assets are the backbone of our marketing and enterprise solutions and data analytics capabilities. We collect data from a variety of channels, including through our proprietary tracking tools, from our marketers, publishers and ad exchanges when managing marketing campaigns, and to a lesser extent, from third-party strategic partners. We track data with our proprietary toolbars and software development kits installed on apps and websites. The data that we have tracked are complemented by, and blended with, marketing campaign performance data from marketers, publishers and ad exchanges. To a lesser extent, we collect data from selected third-party data partners, including major internet companies and financial institutions, through our data collaboration arrangement with them. Our data assets primarily include users’ intent, interest, online transactional, social data and demographic data, as well as campaign performance data.\n\nWe “pre-package” our user profiles into audience groups that can be utilized by specific industry verticals for precise targeting. Data involving our user profiles and audience groups are continuously fed into our content distribution opportunity matching process, enabling marketers to make cost-efficient decisions on real-time audience engagement opportunities and continuously optimize these decisions to access and activate their target audience through different channels.\n\nOur Data Analytics Capabilities and Technologies\n\nWe apply data science technologies extensively throughout the online marketing cycle to support audience tracking, profiling and segmentation and to execute cost-efficient decisions on real-time audience engagement. We also launched a strategic growth initiative on enterprise solutions, leveraging our data analytics expertise and experience in online marketing. Our proprietary data analytics capabilities and technologies include deep learning and artificial intelligence, contextual analysis engine parses and natural language processing algorithms.\n\nPredictive Analytics\n\n●\n\n*User profiling engine —* Combining the data collected through, and processed by, our contextual analysis engine and audience tracking engine, our user profiling engine infers the user’s interest, demographic, intent and other features through multi-dimensional data drill down and dynamic correlation analysis. In addition, we employ various models and algorithms on user profiles to expand and provide more breadth and depth on each user profile.\n\n●\n\n*Profile Segmentation Algorithms —* We use various algorithms to organize user profiles, which are generated and updated dynamically in real time, responding to real time changes in user interests and needs. This allows for accurate and detailed segmentation of user interests through multiple dimensions, e.g. by user interest keywords and user interest categories.\n\n62\n\n[Table of Contents](#TOC)\n\nReal-Time Matching Technologies\n\n●\n\n*Real-time user engagement algorithms —* Our real time user engagement algorithms execute marketing decisions based on a wide range of parameters, including predictions on click-through rate and conversion rate, inventory price, inventory safety and inventory segment, and consider audience compatibility, demographics, and frequency capping or other budgeting restrictions among other parameters, to compute the most cost-efficient decisions on real-time audience engagement opportunities.\n\n●\n\n*Online continuous real-time bid optimization algorithms —* Our online continuous real-time bid optimization algorithms consider a wide range of parameters, including purchasing efficiency, predicted conversion rate, return on media value, budget allocation efficiency, inventory safety, and what marketers are willing to pay to dynamically optimize our bidding and pricing strategies.\n\n**Our Content Distribution Channels and Social Medial Platform Partners**\n\nWe generally enter into annual framework agreements with content distribution channel partners, which set out each party’s rights and responsibilities with respect to the relevant content distribution opportunities. For example, we are generally required to examine advertising content to ensure its compliance with applicable laws and content distribution channel partners’ policies. We are also generally required to prepay media cost, which is based on pricing models determined by content distribution partners and calculated based on content distribution partners’ tracking. In addition, these agreements generally provide for certain rebates or incentives, generally calculated as a percentage of marketing spend, that we are entitled to should the marketing spend during the terms exceed specified thresholds.\n\n**Our Clients**\n\nWe sell our solutions primarily by entering into sales contracts with marketers, marketing agencies or other merchants. We enter into marketing campaign contracts with marketers and marketing agencies for our marketing solutions and service contracts with merchants, many of whom are also our marketers for our enterprise solutions. We treat entities which enter into sales contracts with us and incur spending during the relevant period as our clients. Therefore, we count specific sub-brands or divisions within the same brand or holding company as distinct clients so long as we have signed campaign contracts with different entities. For our marketing solutions, our clients include both marketers who have direct contractual relationships with us, or direct marketer clients, and marketing agency clients. Our “end marketers,” or “marketers” comprise marketers we serve, either directly or through marketing agencies, regardless of whether they have direct contractual relationship with us.\n\n**III.****Intellectual Property**\n\nAs of the date of this annual report, we do not have intellectual property rights that are material to our business.\n\n**IV.****Competition**\n\nWith respect to our digital asset wealth management business, we operate in a highly innovative and rapidly evolving industry, where competition is expected to further intensify in the future as existing players enhance their offerings and new entrants emerge. We face significant competition globally from a variety of market participants ranging from crypto-native firms to large traditional financial services providers and financial technology companies. Specifically, we face competition from the following sources: (i) traditional financial technology and brokerage firms that have entered the digital asset wealth management market in recent years and offer overlapping features tailored to similar client segments; (ii) companies focused on the digital asset market, some of whom are potentially able to more quickly adapt to market trends, support a broader range of digital assets, and develop new digital asset-based products and services due to a different standard of regulatory scrutiny and different internal compliance standards; and (iii) crypto-focused companies and traditional financial incumbents that offer point or siloed solutions.\n\n63\n\n[Table of Contents](#TOC)\n\nWe position ourselves as a comprehensive digital asset wealth management service provider across a number of platforms and products in the digital asset wealth management industry and distinguish ourselves by targeting high-net-worth individuals and institutional clients and offering integrated and customized services to cater to their intricate digital asset wealth management needs. In addition, we have established a unique position in the market by successfully securing a series of regulatory approvals in key financial hubs around the world. See “—Licenses” and “—Regulation.” Our ability to quickly and continuously innovate to provide products and services to its clients that are native to the onchain economy, and launch additional products and services further separates ourselves from our competition. See “Risk Factors—Risks Related to Our Business—We may not be able to compete effectively, which could materially and adversely affect our business, financial condition, results of operations and prospects, as well as our reputation and brands” for a more comprehensive description of risks related to competition.\n\nIn addition, the online marketing technology market is highly competitive, fragmented and rapidly changing. We mainly compete with online marketing technology companies that offer marketing solutions through demand side platform and use advanced technologies to optimize marketing campaigns for marketers. We compete for content distribution opportunities based on our ability to maximize the value for content distribution channels partners, provide them with a wide array of solutions covering various types of content distribution opportunities and our ability to increase fill rates. We also face competitive pressure from large and well-established internet companies and marketing agencies. With respect to our enterprise solutions, our competitors include local cloud-based commerce and marketing service providers and international SaaS companies.\n\n**V.****Regulation**\n\nThis section sets forth a summary of the most significant regulations or requirements that affect our business activities in the jurisdictions where we primarily operate or our shareholders’ right to receive dividends and other distributions from us.\n\n**Singapore**\n\nThe Payment Services Act 2019 of Singapore (“PS Act”) is the principal legislation that regulates one of our subsidiaries, Sparrow Tech Private Limited’s activities, as Sparrow Tech Private Limited is licensed as a major payment institution under the PS Act. The PS Act is read with the Payment Services Regulations 2019 (“PSR”), the main subsidiary legislation that effects the objectives of the PS Act.\n\nHarry Elias Partnership LLP, our counsel as to Singapore law, has advised us that the PS Act and PSR regulate the licensing and ongoing conduct of business requirements for our subsidiary, Sparrow Tech Private Limited, in areas such as, among others, (1) financial and operational requirements, (2) conduct of business, (3) notifying and/or obtaining approval from the Monetary Authority of Singapore (“MAS”) upon the occurrence of certain prescribed events, (4) prohibitions from carrying on certain businesses, and (5) safeguarding of customer assets.\n\nSparrow Tech Private Limited is also subject to:\n\n●\n\nthe MAS’s supervisory powers under the PS Act, for example, in relation to (1) inspections and investigations, (2) emergency powers, and (3) assistance to foreign regulatory authorities; and\n\n●\n\nvarious regulatory instruments issued under the PS Act, in the form of notices, guidelines, circulars, codes, policy statements, practice notes and no-action letters. These regulatory instruments set out the requirements and the expectations of MAS around key areas such as (1) prevention of money laundering and countering the financing of terrorism (2) reporting of suspicious activities and incidents of fraud, (3) periodic submission of regulatory returns, (3) conduct, (4) disclosure and communications, (5) risk management and cyber hygiene and (6) consumer protection safeguards;\n\n●\n\nthe Financial Services and Markets Act 2022 of Singapore (“FSM Act”), an omnibus legislation for the financial sector, and its subsidiary legislations. While Sparrow Tech Private Limited is not subject to the licensing regime under the FSM Act by virtue of section 137(5) of the FSM Act as Sparrow Tech Private Limited is already licensed under the PS Act, there are various powers under the FSM Act that can be exercised by the MAS, which would apply to Sparrow Tech Private Limited. There are also various notices and guidelines issued pursuant to the FSM Act, for example, around (1) technology risk management, and (2) cyber hygiene, which would also apply to Sparrow Tech Private Limited;\n\n64\n\n[Table of Contents](#TOC)\n\n●\n\nother regulatory instruments issued by the MAS, which apply across different classes of financial institutions, for example, around (1) risk management, (2) individual accountability and conduct, and (3) delivering fair dealing outcomes to customers;\n\n●\n\nanti-money laundering and countering the finance of terrorism laws such as the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore and Terrorism (Suppression of Financing) Act 2002 of Singapore; and\n\n●\n\nsanctions rules and regulations under Singapore law.\n\n**Dubai**\n\nOne of our subsidiaries, Amber Premium FZE, is required to comply with the following regulations:\n\n●\n\nThe Virtual Assets and Related Activities Regulations 2023, as amended; and\n\n●\n\nThe Regulations on the Marketing of Virtual Assets and Related Activities 2024.\n\nAdditionally, Amber Premium FZE must adhere to the rulebooks of the VARA of Dubai, including:\n\n●\n\nthe company rulebook;\n\n●\n\nthe compliance and risk management rulebook;\n\n●\n\nthe technology and information rulebook;\n\n●\n\nthe market conduct rulebook;\n\n●\n\nthe lending and borrowing services rulebook;\n\n●\n\nthe broker-dealer services rulebook; and\n\n●\n\nthe virtual asset management and investment services rulebook;\n\nas well as any regulatory guidance issued by VARA from time to time.\n\nThese regulations and rulebooks cover matters such as, but not limited to, anti-money laundering compliance, conduct of business requirements, mandatory personnel requirements, reporting requirements to VARA, financial returns and capital requirements, ongoing notification requirements, risk management compliance, consumer protection measures, safeguarding customer assets and financial and operational requirements.\n\n**Hong Kong**\n\nH.M. Chan & Co., our counsel as to Hong Kong law, has advised us that WhaleFin Markets Limited is required to comply with the vast majority of the regulatory requirements attached to a license to operate a virtual asset trading platform (the “AMLO License”) under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615 of the Laws of Hong Kong) (the “AMLO”). Such requirements are set out in the AMLO and the SFC’s Guidelines for Virtual Asset Trading Platform Operators (“VATP Guidelines”), some of which are highlighted below:\n\n●\n\nConduct of business requirements – The VATP Guidelines set out customary financial services regulatory conduct of business principles which WhaleFin Markets Limited must comply with when providing a “VA Service” (as defined under Schedule 3B of the AMLO) in Hong Kong. Such principles are cast in broad terms to include, among other things, the requirement to:\n\n65\n\n[Table of Contents](#TOC)\n\na.\n\nact honestly, fairly, with due skill care and diligence, and in the best interest of clients and the market;\n\nb.\n\navoid conflicts of interest and ensure that clients are fairly treated;\n\nc.\n\nassess the risk tolerance level and risk profile of clients before providing services; and\n\nd.\n\nproperly account for and adequately safeguard client assets.\n\n●\n\nCustody of client assets requirements – WhaleFin Markets Limited is required to appoint a wholly owned Hong Kong-incorporated subsidiary who is licensed as a so-called “Trust or Company Service Provider” under the AMLO to hold and safeguard its client assets on its behalf (“Associated Entity”). WhaleFin Markets Limited’s Associated Entity is Amber Custodian Services Limited (License No. TC007861).\n\n●\n\nPersonnel requirements – WhaleFin Markets Limited must ensure that its senior management are fit and proper and are sufficiently involved on a day-to-day basis in order to have adequate management oversight of WhaleFin Markets Limited’s business. WhaleFin Markets Limited is also required to appoint an eligible auditor to perform the auditing function in relation to its “VA Service” business.\n\n●\n\nFinancial returns and capital requirements – The AMLO and the VATP Guidelines contain granular requirements in relation to the minimum paid-up share capital and liquid capital that must be maintained by WhaleFin Markets Limited. WhaleFin Markets Limited also has to comply with requirements relating to regular financial returns and reporting to the SFC.\n\n●\n\nOngoing notification requirements – WhaleFin Markets Limited is required to keep the SFC abreast of developments in relation to, amongst other things, its key personnel and business. As such, the AMLO and the VATP Guidelines include detailed requirements relating to the triggers and timings for pre- and/or post-event regulatory notifications that have to be provided to the SFC.\n\nUpon WhaleFin Markets Limited being granted its AMLO License and a license to carry on the Type 1 (dealing in securities) and the Type 7 (providing automated trading services) regulated activities under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong), its regulatory obligations will not change materially save for the fact that WhaleFin Markets Limited will also have to comply with the requirements set out in the VATP Guidelines when providing “VA Services” in relation to security tokens.\n\n​\n\n66\n\n[Table of Contents](#TOC)\n\nC.Organizational Structure\n\nThe following chart illustrates our company’s organizational structure, including our principal subsidiaries and consolidated affiliated entities as of March 31, 2026:\n\n67\n\n[Table of Contents](#TOC)\n\nD.Property, Plant and Equipment\n\nOur headquarters and principal executive office are located in Singapore.\n\nWe lease all of our facilities and do not own any real property. As of the date of this annual report, we leased office facilities globally, totaling approximately 2,600 square meters, including 100 square meters for its corporate headquarters in Singapore and 2,000 square meters for its office in Hong Kong and 500 square meters in China. These office spaces are leased from independent third parties, and we plan to renew the leases from time to time as needed.\n\nWe believe that our existing facilities are sufficient to meet our current operational needs, and we will secure additional facilities, primarily through leasing arrangements, to support our future growth and expansion. If we require additional space, we expect to be able to obtain additional facilities on commercially reasonable terms."}