{"url_path":"/sec/ambr/10-k/2026/item-5b","section_key":"item-5b","section_title":"Item 5B ****LIQUIDITY AND CAPITAL RESOURCES**","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":1747,"has_tables":true,"body_markdown":"**ITEM 5B.****LIQUIDITY AND CAPITAL RESOURCES**\n\nDuring the reporting period, our principal sources of liquidity have been cash generated from our operating activities, and advances from our ultimate holding company, Amber Group and related companies. As of December 31, 2025, we had US$33.9 million in cash and cash equivalents primarily consisted of bank balances which are readily convertible to known amounts of cash and subject to insignificant risk of changes in value. As of December 31, 2025, our cash and cash equivalents primarily consisted of cash on hand, cash held at bank, and time deposits placed with banks or other financial institutions, which have original maturities of three months or less. We closely monitor our cash balance and future payments obligations by preparing monthly management account and regular fund reports to provide a timely overview of our overall cash position and liquidity and risk control measurements. Such reports will be reviewed by the management. In addition, we have adopted a stringent cash management policy. We also regularly monitor our current and expected liquidity requirements to ensure that we maintain sufficient cash balances to meet our liquidity needs.\n\n76\n\n[Table of Contents](#TOC)\n\nCash Flows and Working Capital\n\nThe following table sets forth a summary of our cash flows for the periods indicated:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Year Ended December 31,**\n\n​\n\n​\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n​\n\n** **\n\n**(US$ in thousands)**\n\n**Selected Consolidated Cash Flow Data:**\n\n \n\n  ​\n\n​\n\n  ​\n\n \n\n  ​\n\nNet cash provided by/(used in) operating activities\n\n \n\n11,464\n\n​\n\n(555)\n\n \n\n(24,551)\n\nNet cash provided by investing activities\n\n \n\n—\n\n​\n\n58\n\n \n\n10,739\n\nNet cash (used in)/provided by financing activities\n\n \n\n(11,811)\n\n​\n\n5,981\n\n \n\n37,297\n\n**Net (decrease)/increase in cash and bank balances**\n\n​\n\n**(347)**\n\n​\n\n**5,484**\n\n​\n\n**23,485**\n\n**Cash and bank balances at beginning of year**\n\n​\n\n**1,140**\n\n​\n\n**793**\n\n​\n\n**6,277**\n\nEffect on exchange rate changes on bank balances\n\n** **\n\n—\n\n​\n\n—\n\n \n\n133\n\n**Cash and bank balances at end of year**\n\n** **\n\n**793**\n\n​\n\n**6,277**\n\n** **\n\n**29,895**\n\n​\n\nOperating Activities\n\nNet cash used in operating activities amounted to US$24.6 million in 2025, which was mainly attributable to the non-cash adjusting items of US$36.0 million and net loss before tax from discontinued operations of US$2.3 million, partially offset by net increase in working capital of US$9.8 million, net profit before tax from continuing operations of US$3.6 million, and income tax refund of US$0.3 million. The non-cash adjusting items mainly consisted of net income received or settled in digital assets of US$36.7 million. The net increase in working capital was primarily attributable to the disposal of crypto assets held of US$11.6 million during the year.\n\nNet cash used in operating activities amounted to US$0.6 million in 2024, which was mainly attributable to net loss before tax of US$23.3 million, partially offset by non-cash adjusting items of US$16.0 million and a net increase in working capital of US$6.7 million. The non-cash adjusting items of US$16.0 million mainly consisted of unrealized fair value changes on amount due to related parties denominated in digital assets of US$18.0 million. The net increase in working capital was primarily attributable to the disposal of crypto assets held of US$5.7 million during the year.\n\nNet cash provided by operating activities amounted to US$11.5 million in 2023, which was primarily related to our net increase in working capital of US$15.4 million and non-cash adjusting items of US$9.6 million, partially offset by net loss before tax of US$13.5 million. The net increase in working capital was primarily attributable to the disposal of crypto assets held of US$15.1 million during the year. The non-cash adjusting items mainly consisted of unrealized fair value loss on amount due to related parties denominated in digital assets of US$9.3 million.\n\nInvesting Activities\n\nNet cash used in investing activities in 2025 was US$10.7 million, primarily attributable to the net cash acquired from business combination of US$17.8 million, partially offset by the increase in crypto assets loan receivables of US$4.0 million and net cash disposed from the disposal of subsidiaries of US$2.6 million.\n\nNet cash provided by investing activities in 2024 was US$58 thousand, primarily attributable to the interest received during the year.\n\nThere was nil cash movement in investing activities in 2023.\n\nFinancing Activities\n\nNet cash provided by financing activities in 2025 was US$37.3 million, which was primarily attributable to net proceeds from private placement of US$25.3 million, and net proceeds from related parties of US$13.6 million.\n\n77\n\n[Table of Contents](#TOC)\n\nNet cash provided by financing activities in 2024 was US$6.0 million, mainly attributable to proceeds from issuance of ordinary and preference shares of US$13.5 million during the year, partially offset by repayment to related parties, net amounting to US$7.5 million.\n\nNet cash used in financing activities in 2023 was US$11.8 million, mainly attributable to the repayment to related parties, net during the year.\n\nCredit Facilities\n\nWe have the following legacy credit facilities from iClick:\n\n(i) In March 2019, certain subsidiaries of iClick entered into a facility agreement with a commercial bank, which was amended in March 2024 to provide for a one-year factoring loans of HK$11.7 million (US$1.5 million). We provide corporate guarantee and accounts receivable as pledge to secure our obligations under this revolving loan. The interest rate of this loan facility was at 4.25% per annum over 1-month Hong Kong Interbank Offered Rate (“HIBOR”) for loan in HK$, 2.00% per annum over 1-month CNH HIBOR for loan in RMB, or 4.32% over US$ reference rate. We had no outstanding balance under these loan facilities as of December 31, 2025.\n\n(ii) In October 2019, certain subsidiaries of iClick entered into a one-year facility agreement for working capital loans with a commercial bank, which was amended in September 2025 to provide for (a) US$7.5 million combined limit for pre-shipment buyer loan and post-shipment buyer loan, (b) US$0.5 million overdraft facilities. We provide corporate guarantee and bank deposits as pledge to secure our obligations under these loan facilities. For the pre-shipment buyer loan and post-shipment buyer loan, the interest rate is at either (a) HIBOR plus 3.85% per annum if the loan is drawn down in HK$, (b) 3.95% over US$ reference rate per annum if the loan is drawn down in US$, or (c) 3.85% over CNH HIBOR per annum if the loan is drawn down in RMB. For the overdraft facility, the interest rate is at the bank’s US$ best lending rate. We had no outstanding balance under these loan facilities as of December 31, 2025.\n\nAs of December 31, 2025, no financial covenants as set out in these loan agreements were breached.\n\nOther than those shown above, we did not have any significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2025.\n\n**Capital Expenditures**\n\nWe made capital expenditures of US$0.1 million and US$0.4 million in 2024 and 2025, respectively. In these periods, our capital expenditures were mainly used for purchase of computer software. We will continue to make capital expenditures to support our business. There was nil capital expenditures in 2023.\n\n**Material Cash Requirements**\n\nOur material cash requirements as of December 31, 2025 and any subsequent interim period primarily include our operating lease obligations, which primarily represent our obligations for leasing office premises.\n\nThe following table summarizes our contractual obligations and commitments as of December 31, 2025.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n  ​ ​ ​\n\n**Total**\n\n  ​ ​ ​\n\n  ​ ​ ​\n\n  ​ ​ ​\n\n  ​ ​ ​\n\n​\n\n​\n\n**Carrying**\n\n​\n\n**contractual**\n\n​\n\n**On demand or**\n\n​\n\n**Within 2 to 5**\n\n​\n\n​\n\n**amount**\n\n​\n\n**cash flow**\n\n​\n\n**within 1 year**\n\n​\n\n**years**\n\n​\n\n​\n\n**(US$ in thousands)**\n\nLease liabilities\n\n \n\n1,589\n\n \n\n1,636\n\n \n\n904\n\n \n\n732\n\n​\n\n78\n\n[Table of Contents](#TOC)\n\n**Holding Company Structure**\n\nAmber International Holding Limited is a Cayman Islands exempted limited liability company, used as a holding company with no material operations of its own. We conduct our operations primarily through our wholly-owned subsidiaries and other consolidated entities in Hong Kong, Singapore, Dubai and the PRC. As a result, our ability to pay dividends depends upon dividends paid by our subsidiaries. If our subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our wholly-owned subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with the accounting standards and regulations of Hong Kong, Singapore, Dubai and the PRC.\n\nHarry Elias Partnership LLP, our counsel as to Singapore law, has advised us that the governing legislation for the distribution of dividends in Singapore is the Companies Act 1967 of Singapore (the “Companies Act”). Under Section 403(1) of the Companies Act, a Singapore company is only allowed to pay dividends out of profits and there are certain restrictions on the use of profits for the purposes of dividend declaration. Firstly, pursuant to Section 403(1A) of the Companies Act, any profits of a company applied towards the purchase or acquisition of its own shares pursuant to the share buyback provisions under the Companies Act cannot be payable as dividends to the shareholders. However, under Section 403(1B) of the Companies Act the foregoing restriction does not apply to any part of the proceeds received by the company as consideration for a sale or disposal of its treasury shares which the company has applied towards the profits of the company. Further, pursuant to Section 403(1C) of the Companies Act, any gains derived from the sale of or disposal of treasury shares cannot be payable as dividends to the shareholders of the company. In addition to complying with the Companies Act, the payment of dividends must also be in accordance with the company’s constitution and the generally acceptable accounting principles in Singapore.\n\nH.M. Chan & Co., our counsel as to Hong Kong law, has advised us that under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us as a company incorporated in Cayman Islands. There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong. A Hong Kong company is, however, subject to the requirement under the Companies Ordinance of Hong Kong that it may only make a distribution out of profits available for distribution or other distributable reserves.\n\n​\n\n​"}