{"url_path":"/sec/ambr/10-k/2026/item-5a","section_key":"item-5a","section_title":"Item 5A ****OPERATING RESULTS**","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":4021,"has_tables":true,"body_markdown":"**ITEM 5A.****OPERATING RESULTS**\n\nOn March 12, 2025, iClick completed the Merger with Amber DWM. The Merger is accounted for as a reverse acquisition for accounting purposes. Accordingly, the Merger is treated as the equivalent of Amber DWM issuing shares for the acquisition of iClick, accompanied by a recapitalization, for accounting purposes. The financial results of iClick have been included in our consolidated financial results since March 12, 2025. In connection with the Merger, we entered into intercompany services agreements with certain wholly owned subsidiaries of our parent, Amber Group. These agreements would afford us with substantially the same economic benefits as the transactions contemplated under the merger agreement signed in connection with the Merger, pending certain regulatory approvals for DWM Asset Restructuring contemplated under the merger agreement. This includes our entitlement to 100% of the consolidated net income generated from certain contracts associated with WFTL effective from January 1, 2025. Therefore, the net income from WFTL Assigned Contracts was not reflected in our results before 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 the Company. On November 25, 2025, 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.\n\nWe optimize our business to drive returns to the shareholders through proactive monitoring our operations and market trends. As of the end of 2025, certain operations under iClick were classified as held-for-sale, and we completed one of the disposals in October 2025.\n\n68\n\n[Table of Contents](#TOC)\n\n**Key Factors Affecting Our Results of Operations**\n\nWe believe the key factors affecting our financial condition and results of operations include the following:\n\nMarket Demand for Digital Asset Management Products\n\nThe market demand for digital asset management products is affected by a variety of factors related to market conditions and overall sentiment towards digital assets. Developments within the onchain economy—such as regulatory changes, technological advancements, or notable actions by major companies—can rapidly alter perceptions and adoption rates. For instance, if leading firms successfully implement fiat on/off ramp services or enhance OTC trading and execution capabilities, this could bolster confidence in digital assets as viable mediums of exchange or stores of value. While occasional challenges like security concerns or regulatory adjustments may arise, they are part of the dynamic landscape influencing user and investor confidence, affecting clients’ demand for these products. Additionally, evolving social media trends and market speculation may sway consumer preferences, impacting which digital assets are perceived as valuable.\n\nMoreover, the ability of digital assets to meet user demands and provide tangible utility is crucial. As consumers seek products that integrate seamlessly into their financial lives, the functionality of digital assets and their ecosystems becomes paramount. These economic fluctuations can further influence these trends, reducing purchasing power and investment willingness at times. On the other hand, they also present opportunities for innovation and adaptability. This interplay of market sentiment, functionality, regulatory landscape, and economic conditions creates a dynamic environment for demand, driving the need for agility and innovation in responding to evolving consumer needs and perceptions in the onchain economy.\n\nPrice of Digital Assets and Transaction Volume\n\nWe earn conversion fees when clients transfer or withdraw funds and/or digital assets from its platform, and perform conversion between fiat currencies and digital assets. We also earn finance income mainly from premiums earned on structured products as well as interest earned from digital asset lending arrangements. Depending on product type, we either charge a flat fee or a percentage of the value of each transaction. Therefore, our operating results are dependent on the prices of digital assets, transaction volumes, and market liquidity for digital assets.\n\nIn addition, in May 2025, we announced the crypto reserve plan of up to US$100 million. The reserve strategy will initially focus on high-conviction digital assets, such as Binance Coin (BNB), Solana (SOL), Sui (SUI), Ripple (XRP), Bitcoin (BTC), and Ethereum (ETH) — with flexibility to expand into other ecosystem-aligned tokens as well as allocate funds for stablecoins such as World Liberty Financial USD (USD1). As a result, our financial conditions and results of operation are affected by the fluctuations in the market price of these digital assets and any associated unrealized gains or losses. Such gains or losses may be recognized in our financial statements as a result of changes in the market price of these digital assets relative to the carrying values recorded on our balance sheets.\n\n69\n\n[Table of Contents](#TOC)\n\nEffectiveness of Innovative “1+N” Premium Servicing Model and Client Support and Servicing Capabilities\n\nCentral to our offering is the innovative “1+N” premium service model. This client-first approach pairs each client with a dedicated relationship manager (the “1”) supported by a team of domain experts (the “N”), delivering tailored services across the entire digital asset wealth management lifecycle, including fiat on/off ramp services, OTC trading and execution services, standard earn/structured products and DeFi yield-enhanced products. The effectiveness of the “1+N” model may be affected during periods of market volatility, where rapid decisions and responses are crucial, potentially impacting the quality of client engagement and service delivery. In addition, this model requires seamless collaboration between the relationship manager and experts. In addition, our ability to cross-sell our products (e.g., transitioning clients from OTC trading to structured products) could materially affect our results of operations.\n\nAbility to Competitively Price Products and Services\n\nOur operating results depend on our ability to competitively price our products and services. Similar to the industry peers, as the industry evolves, we anticipate some fee pressure. Our strategy is to maintain our position as a trusted brand while developing new products and services to enhance our customer value proposition and offset the effects of any future fee pressure. Maintaining and growing client trust in our brand is critical. In addition, our ability to capture value through the development of new and existing products and services may also affect our operating results and financial condition.\n\nRegulatory Environment\n\nThe regulatory environment for digital assets is complex and evolving, presenting both challenges and opportunities that could affect our financial performance. While we are committed to designing products and services that adhere to legal requirements, changes in laws and regulations may influence our ability to onboard customers and offer products across various regions.\n\nIn addition, our financial prospects and growth depend significantly on our ability to continue to operate in compliance with these regulations. We design our products and services to ensure legal compliance. We maintain operations and hold licenses in multiple jurisdictions, each subject to our own legal framework. We expect to continue to invest significant resources to comply with these regulatory requirements.\n\n70\n\n[Table of Contents](#TOC)\n\n**Results of Operations**\n\nThe following table sets forth a summary of our consolidated results of operations for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The operating results in any period are not necessarily indicative of the results that may be expected for any future period and the period-to-period comparisons discussed below may not be meaningful and are not indicative of our future trends.\n\nThe disposed business was deconsolidated from us upon the respective disposal, and the results of the disposed business and held-for-sale business are reflected in our consolidated financial statements included in this annual report as discontinued operations accordingly*.*\n\n​\n\n​\n\n​\n\n​\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,**\n\n​\n\n  ​ ​ ​\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n  ​ ​ ​\n\n**2025**\n\n​\n\n  ​ ​ ​\n\n**(US$ in**\n\n  ​ ​ ​\n\n**(% of**\n\n​\n\n**(US$ in**\n\n  ​ ​ ​\n\n**(% of**\n\n  ​ ​ ​\n\n**(US$ in**\n\n  ​ ​ ​\n\n**(% of**\n\n​\n\n​\n\n**thousands)**\n\n​\n\n**revenue)**\n\n​\n\n**thousands)**\n\n​\n\n**revenue)**\n\n​\n\n**thousands)**\n\n​\n\n**revenue)**\n\nRevenue\n\n​\n\n2,734\n\n​\n\n100.0\n\n​\n\n7,475\n\n​\n\n100.0\n\n​\n\n66,089\n\n​\n\n100.0\n\nCost of revenue\n\n \n\n(1,565)\n\n \n\n(57.2)\n\n​\n\n(4,980)\n\n \n\n(66.6)\n\n \n\n(16,653)\n\n \n\n(25.2)\n\nGross profit\n\n** **\n\n1,169\n\n \n\n42.8\n\n​\n\n2,495\n\n \n\n33.4\n\n \n\n49,436\n\n \n\n74.8\n\nOperating expenses\n\n \n\n​\n\n \n\n​\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(448)\n\n \n\n(16.4)\n\n​\n\n(452)\n\n \n\n(6.0)\n\n \n\n(10,812)\n\n \n\n(16.4)\n\nSales and marketing expenses\n\n \n\n(10)\n\n \n\n(0.4)\n\n​\n\n(80)\n\n \n\n(1.1)\n\n \n\n(7,933)\n\n \n\n(12.0)\n\nGeneral and administrative expenses\n\n \n\n(4,355)\n\n \n\n(159.3)\n\n​\n\n(7,269)\n\n \n\n(97.2)\n\n \n\n(28,096)\n\n \n\n(42.5)\n\nTotal operating expenses\n\n \n\n(4,813)\n\n \n\n(176.1)\n\n​\n\n(7,801)\n\n \n\n(104.3)\n\n \n\n(46,841)\n\n \n\n(70.9)\n\nOperating (loss)/income\n\n** **\n\n(3,644)\n\n \n\n(133.3)\n\n​\n\n(5,306)\n\n \n\n(70.9)\n\n \n\n2,595\n\n \n\n3.9\n\nFinance (costs)/income, net\n\n** **\n\n(145)\n\n \n\n(5.3)\n\n​\n\n104\n\n \n\n1.4\n\n \n\n548\n\n \n\n0.9\n\nOther (losses)/gains, net\n\n \n\n(9,747)\n\n \n\n(356.5)\n\n​\n\n(18,071)\n\n \n\n(241.8)\n\n \n\n505\n\n \n\n0.8\n\n(Loss)/income before share of loss from an equity investee and income tax expense\n\n \n\n(13,536)\n\n \n\n(495.1)\n\n​\n\n(23,273)\n\n \n\n(311.3)\n\n \n\n3,648\n\n \n\n5.6\n\nShare of loss from an equity investee\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(50)\n\n​\n\n(0.1)\n\nIncome tax credit\n\n \n\n—\n\n \n\n—\n\n​\n\n—\n\n \n\n—\n\n \n\n1,067\n\n \n\n1.6\n\nNet (loss)/income from continuing operations\n\n \n\n(13,536)\n\n \n\n(495.1)\n\n​\n\n(23,273)\n\n \n\n(311.3)\n\n \n\n4,665\n\n \n\n7.1\n\nNet income attributable to non-controlling interests\n\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)/income from continuing operations attributable to the Company’s ordinary shareholders\n\n \n\n(13,536)\n\n \n\n(495.1)\n\n​\n\n(23,273)\n\n \n\n(311.3)\n\n \n\n4,665\n\n \n\n7.1\n\nDiscontinued 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\nNet loss from discontinued operations\n\n \n\n—\n\n \n\n—\n\n​\n\n—\n\n \n\n—\n\n \n\n(2,035)\n\n \n\n(3.1)\n\nNet loss attributable to non-controlling interests\n\n** **\n\n—\n\n** **\n\n—\n\n​\n\n—\n\n** **\n\n—\n\n** **\n\n1,121\n\n** **\n\n1.7\n\nNet loss from discontinued operations attributable to the Company’s ordinary shareholders\n\n \n\n—\n\n \n\n**—**\n\n​\n\n—\n\n \n\n—\n\n \n\n(914)\n\n \n\n(1.4)\n\nNet (loss)/income\n\n​\n\n(13,536)\n\n​\n\n(495.1)\n\n​\n\n(23,273)\n\n​\n\n(311.3)\n\n​\n\n2,630\n\n​\n\n4.0\n\nNet (loss)/income attributable to the Company’s ordinary shareholders\n\n \n\n(13,536)\n\n \n\n(495.1)\n\n​\n\n(23,273)\n\n \n\n(311.3)\n\n \n\n3,751\n\n \n\n5.7\n\n​\n\n**Key Components of Results of Continuing Operations**\n\nRevenue\n\nWe generate revenue primarily from our digital assets services and solutions, and to a lesser extent, from our legacy marketing and enterprise solutions. We derive revenue primarily from four sources: (i) wealth management solutions, which is mainly generated from finance income, premiums earned on structured products and agency fees; (ii) execution solutions, which mainly includes the transaction fees from execution services; (iii) payment solutions, which is generated from the conversion fee of our fiat on/off-ramp services; and (iv) marketing and enterprise solutions, which is generated from online marketing, SaaS products and services provided by iClick after the Merger.\n\n71\n\n[Table of Contents](#TOC)\n\nThe table below shows our revenue breakdown, both in absolute amounts and as percentages of total revenue for the periods presented.\n\n​\n\n​\n\n​\n\n​\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,**\n\n​\n\n​\n\n**2023**\n\n​\n\n**2024**\n\n​\n\n**2025**\n\n​\n\n  ​ ​ ​\n\n**(US$ in**\n\n  ​ ​ ​\n\n**(% of**\n\n**  ​ ​ ​**\n\n**(US$ in**\n\n  ​ ​ ​\n\n**(% of**\n\n  ​ ​ ​\n\n**(US$ in**\n\n  ​ ​ ​\n\n**(% of**\n\n​\n\n* *\n\n**thousands)**\n\n​\n\n**revenue)**\n\n​\n\n**thousands)**\n\n​\n\n**revenue)**\n\n​\n\n**thousands)**\n\n​\n\n**revenue)**\n\n**Digital Assets Services and Solutions**\n\n​\n\n**2,734**\n\n​\n\n**100.0**\n\n​\n\n**7,475**\n\n​\n\n**100.0**\n\n​\n\n**50,238**\n\n​\n\n**76.0**\n\nWealth management solutions\n\n \n\n1,617\n\n \n\n59.1\n\n​\n\n6,194\n\n \n\n82.9\n\n \n\n34,909\n\n \n\n52.8\n\nExecution solutions\n\n \n\n138\n\n \n\n5.1\n\n​\n\n320\n\n \n\n4.3\n\n \n\n11,243\n\n \n\n17.0\n\nPayment solutions\n\n \n\n979\n\n \n\n35.8\n\n​\n\n961\n\n \n\n12.8\n\n \n\n4,086\n\n \n\n6.2\n\n**Marketing and Enterprise Solutions**\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n**—**\n\n​\n\n**15,851**\n\n​\n\n**24.0**\n\n**Total Revenue**\n\n** **\n\n**2,734**\n\n** **\n\n**100.0**\n\n​\n\n**7,475**\n\n** **\n\n**100.0**\n\n** **\n\n**66,089**\n\n** **\n\n**100.0**\n\n​\n\nCost of Revenue\n\nOur cost of revenue mainly consists of interests and premium costs paid to clients, the premium costs associated with managing the risks of the underlying assets of our structured products when acting on a principal basis, and customer referral fees. To a lesser extent, our cost of revenue also consists of media cost in connection with specified-action marketing campaigns and direct service costs of enterprise solutions.\n\nOperating Expenses\n\nWe classify our operating expenses into three categories: research and development expenses, sales and marketing expenses, and general and administrative expenses. The following table sets forth our operating expenses, both in absolute amount and as a percentage of our revenue, for the periods presented.\n\n​\n\n​\n\n​\n\n​\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,**\n\n​\n\n​\n\n**2023**\n\n​\n\n**2024**\n\n​\n\n**2025**\n\n​\n\n  ​ ​ ​\n\n**(US$ in**\n\n  ​ ​ ​\n\n**(% of**\n\n**  ​ ​ ​**\n\n**(US$ in**\n\n  ​ ​ ​\n\n**(% of**\n\n  ​ ​ ​\n\n**(US$ in**\n\n  ​ ​ ​\n\n**(% of**\n\n​\n\n* *\n\n**thousands)**\n\n* *\n\n**revenue)**\n\n​\n\n**thousands)**\n\n* *\n\n**revenue)**\n\n​\n\n**thousands)**\n\n​\n\n**revenue)**\n\nResearch and development expenses\n\n \n\n(448)\n\n \n\n(16.4)\n\n​\n\n(452)\n\n \n\n(6.0)\n\n \n\n(10,812)\n\n \n\n(16.4)\n\nSales and marketing expenses\n\n \n\n(10)\n\n \n\n(0.4)\n\n​\n\n(80)\n\n \n\n(1.1)\n\n \n\n(7,933)\n\n \n\n(12.0)\n\nGeneral and administrative expenses\n\n \n\n(4,355)\n\n \n\n(159.3)\n\n​\n\n(7,269)\n\n \n\n(97.2)\n\n \n\n(28,096)\n\n \n\n(42.5)\n\n**Operating expenses**\n\n \n\n**(4,813)**\n\n \n\n**(176.1)**\n\n​\n\n**(7,801)**\n\n \n\n**(104.3)**\n\n \n\n**(46,841)**\n\n \n\n**(70.9)**\n\n​\n\n●*Research and development expenses.* Research and development expenses consist primarily of technology infrastructure expenses, software services expenses incurred in operating, maintaining, and enhancing our platform and in developing new products and services.\n\n●*Sales and marketing expenses*. Our sales and marketing expenses primarily consist of (i) salary and welfare expenses, and (ii) branding, marketing and promotional costs.\n\n●*General and administrative expenses.* Our general and administrative expenses primarily consist of personnel expenses, legal, audit and other professional service fees.\n\nOther (Losses)/Gains, Net\n\nOur other (losses)/gains, net consists of realized and unrealized fair value changes of digital assets, fair value changes on crypto assets loan receivables, the write-off of certain other payables, fair value gain on financial assets at fair value through profit or loss from US listed equity security, dividend income from investment, government grants, and foreign currency exchange difference, net.\n\n72\n\n[Table of Contents](#TOC)\n\n**Taxation**\n\nThe Cayman Islands\n\nWe and our subsidiary incorporated in the Cayman Islands are not subject to income, corporation or capital gains tax, estate duty, inheritance tax or gift tax. In addition, payment of dividends to our shareholders or the shareholder of our subsidiary in the Cayman Islands are not subject to withholding tax in the Cayman Islands.\n\nThe British Virgin Islands\n\nOur 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 our subsidiaries in British Virgin Islands are not subject to withholding tax in the British Virgin Islands.\n\nSingapore\n\nOur subsidiaries incorporated in Singapore are subject to the Singapore corporate tax of 17%.\n\nHong Kong\n\nOur subsidiaries incorporated in Hong Kong are subject to 16.5% Hong Kong profit tax on their taxable income generated from operations in Hong Kong under the current Hong Kong Inland Revenue Ordinance. Under the Hong Kong tax laws, we are exempted from the Hong Kong income tax on our foreign-sourced income. In addition, payments of dividends from our Hong Kong subsidiary to us are not subject to any Hong Kong withholding tax.\n\nPRC\n\nGenerally, the VIE, our PRC subsidiary, which are considered PRC resident enterprises under PRC tax law, are subject to enterprise income tax on their worldwide taxable income as determined under PRC tax laws and accounting standards at a rate of 25%.\n\nWe are subject to value added tax, or VAT, at a rate of 6% on the services we provide, less any deductible VAT we have already paid or borne. We are also subject to surcharges on VAT payments in accordance with PRC law. VAT has been phased in since August 2013 to replace the business tax that was previously applicable to the services we provide. During the periods presented, we were not subject to business tax on the services we provided.\n\nDividends paid by our wholly foreign-owned subsidiary in Chinese Mainland to our intermediary holding company in Hong Kong will be subject to a withholding tax rate of 10%, unless the relevant Hong Kong entity satisfies all the requirements under the Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income and receives approval from the relevant tax authority. If our Hong Kong subsidiary satisfies all the requirements under the tax arrangement and receives approval from the relevant tax authority, then the dividends paid to the Hong Kong subsidiary would be subject to withholding tax at the standard rate of 5%.\n\nIf our holding company in the Cayman Islands or any of our subsidiaries outside of Chinese Mainland were deemed to be a “resident enterprise” under the PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%.\n\n​\n\n73\n\n[Table of Contents](#TOC)\n\n**Year Ended December 31, 2025 Compared to Year Ended December 31, 2024**\n\nRevenue\n\nOur revenue increased by US$58.6 million, or 784.1%, from US$7.5 million in 2024 to US$66.1 million in 2025, primarily driven by the growth in the core Amber Premium Business reflected by the Assigned Contract1, and the Marketing and Enterprise Solutions following the Merger on March 12, 2025.\n\nRevenue from our wealth management solutions increased by US$28.7 million, or 463.6%, from US$6.2 million in 2024 to US$34.9 million in 2025, reflecting broader adoption of our offerings supported by the strong demand on our diversified investment products and services, including new accumulator/decumulator products introduced in the fourth quarter of 2024.\n\nRevenue from our execution solutions increased by US$10.9 million, or 3,413.4%, from US$0.3 million in 2024 to US$11.2 million in 2025, mainly driven by the increase in client trading activities with us and improved average fee rate and spread mix throughout the year.\n\nRevenue from our payment solutions increased by US$3.1 million, or 325.2%, from US$1.0 million in 2024 to US$4.1 million in 2025, mainly contributed from increased volumes.\n\nRevenue from our marketing and enterprise solutions was US$15.9 million, contributed by online marketing, SaaS products and services after the Merger.\n\nCost of Revenue\n\nOur cost of revenue increased by US$11.7 million, or 234.4%, from US$5.0 million in 2024 to US$16.7 million in 2025, as a result of our sales growth during the year.\n\nGross Profit and Gross Profit Margin\n\nAs a result of the above, our gross profit increased from US$2.5 million in 2024 to US$49.4 million in 2025. Our gross profit margin was significantly improved from 33.4% to 74.8% during the same periods, which was primarily contributed by the accelerated growth in Amber Premium business and higher-margin marketing and enterprise solutions.\n\nOperating Expenses\n\nOur operating expenses increased by US$39.0 million, or 500.4%, from US$7.8 million in 2024 to US$46.8 million in 2025, primarily due to increase of staff cost, IT expenses, and legal and professional fee for ongoing business expansion and development of new products and services. The operating expenses as a percentage of revenue decreased from 104.3% in 2024 to 70.9% in 2025.\n\n●\n\n*Research and development expenses.* Our research and development expenses increased from US$0.5 million in 2024 to US$10.8 million in 2025, primarily attributable to the increase of technology infrastructure expenses and software services expenses.\n\n●\n\n*Sales and marketing expenses.* Our sales and marketing increased from US$0.1 million in 2024 to US$7.9 million in 2025. The increase was primarily due to the increase in staff cost, and marketing and promotion expenses during the year.\n\n●\n\n*General and administrative expenses.* Our general and administrative expenses increased from US$7.3 million in 2024 to US$28.1 million in 2025, primarily due to personnel expenses for business growth, and legal, audit and other professional service fees after the Company going public.\n\n1 For purposes of this annual report, unless otherwise indicated, the financial results discussed under “Amber Premium Business” include the net income attributable to the Company from the Assigned Contracts under the intercompany services agreements described at the beginning of the annual report.\n\n74\n\n[Table of Contents](#TOC)\n\nFinance Income, Net\n\nOur finance income, net was US$0.5 million in 2025, compared to finance income, net of US$0.1 million in 2024.\n\nOther (Losses)/Gains, Net\n\nOur other gains, net was US$0.5 million in 2025, primarily attributable from the write-off of certain other payables of US$0.7 million, dividend income from investment of US$0.5 million, and gain from US listed equity security of US$0.5 million during the year, partially offset by fair value change of crypto assets loan receivables and digital assets. Other losses, net was US$18.1 million in 2024, mainly represented unrealized fair value loss of digital assets on loan from related parties denominated in digital assets. The related party loan was waived prior to the Merger.\n\nShare of Loss from an Equity Investee\n\nWe recorded share of loss from an equity investee of US$50 thousand in 2025. Our share of loss of an equity investee is primarily associated with net loss from our joint venture with VGI Global Media Plc in Thailand.\n\nIncome Tax Credit\n\nWe incurred income tax credit of US$1.1 million in 2025, and nil income tax in 2024. The income tax credit in 2025 was primarily due to reversal of deferred tax liabilities during the year.\n\nNet (Loss)/Income from continuing operations\n\nAs a result of the foregoing, we recorded net income from continuing operations of US$4.7 million in 2025, as compared to net loss from continuing operations of US$23.3 million in the year ended December 31, 2024.\n\n**Year Ended December 31, 2024 Compared to Year Ended December 31, 2023**\n\nRevenue\n\nOur revenue increased by US$4.7 million, or 173.4%, from US$2.7 million in 2023 to US$7.5 million in 2024, primarily driven by robust market growth in the digital asset industry and strategic partnerships, which resulted in higher transaction volumes and broader client participation.\n\nRevenue from our wealth management solutions increased by US$4.6 million, or 283.1%, from US$1.6 million in 2023 to US$6.2 million in 2024, contributed by strong demand on our diverse investment products, such as structured products.\n\nRevenue from our execution solutions increased by US$0.2 million, or 131.9%, from US$0.1 million in 2023 to US$0.3 million in 2024, primarily due to improvement in average execution fee rate resulting from strategic partnerships, as well as increase in execution trading volume due to favorable market conditions.\n\nRevenue from our payment solutions was relatively stable at US$1.0 million in 2023 and 2024 each.\n\nCost of Revenue\n\nOur cost of revenue increased by US$3.4 million, or 218.2%, from US$1.6 million in 2023 to US$5.0 million in 2024, primarily driven by the growth in wealth management solutions business.\n\n75\n\n[Table of Contents](#TOC)\n\nGross Profit and Gross Profit Margin\n\nAs a result of the above, our gross profit increased from US$1.2 million in 2023 to US$2.5 million in 2024. Our gross profit margin was declined from 42.8% to 33.4% during the same periods, which was primarily because of the increase in customer referral fees.\n\nOperating Expenses\n\nOur operating expenses increased by US$3.0 million, or 62.1%, from US$4.8 million in 2023 to US$7.8 million in 2024, aligned with our business growth and development. The operating expenses as a percentage of revenue decreased from 176.1% in 2023 to 104.3% in 2024.\n\n●\n\n*Research and development expenses.* Our research and development expenses increased from US$0.4 million in 2023 to US$0.5 million in 2024, primarily attributable to the increase of IT and related services fee.\n\n●\n\n*Sales and marketing expenses.* Our sales and marketing increased from US$10 thousand in 2023 to US$0.1 million in 2024, primarily because Amber DWM held more promotional events during the year.\n\n●\n\n*General and administrative expenses.* Our general and administrative expenses increased from US$4.4 million in 2023 to US$7.3 million in 2024, primarily related to personnel expenses, legal and professional fee for business expansion.\n\nFinance (Costs)/Income, Net\n\nOur finance income, net was US$0.1 million in 2024, compared to finance costs, net of US$0.1 million in 2023.\n\nOther Losses, Net\n\nOur other losses, net was US$18.1 million in 2024, mainly represented unrealized fair value loss of digital assets on loan from related parties denominated in digital assets. The related party loan was waived prior to the Merger. Other losses, net was US$9.7 million in 2023, mainly represented unrealized fair value loss of digital assets of US$9.5 million.\n\nIncome Tax Expense\n\nWe did not incur income tax expense in 2024 and 2023.\n\nNet Loss from continuing operations\n\nAs a result of the foregoing, we recorded net loss from continuing operations of US$23.3 million in 2024, as compared to net loss from continuing operations of US$13.5 million in the year ended December 31, 2023."}