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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 20-F

(Mark One)

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OR

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For the fiscal year ended

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For the transition period from July 1, 2024 to December 31, 2024

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Date of event requiring this shell company report

Commission file number:  001-38313

Amber International Holding Limited

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

1 Wallich Street, #30-02 Guoco Tower,

Singapore 078881 Tel: +65 60220228

(Address of principal executive offices)

Wayne Huo, Chief Executive Officer and Director

1 Wallich Street, #30-02 Guoco Tower,

Singapore 078881 Tel: +65 60220228

E-mail: wayne.huo@ambr.io

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

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Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the transition report.

As of December 31, 2024, there were 47,390,657 ordinary shares outstanding, par value $0.001 per share, being the sum of 42,356,230 Class A ordinary shares and 5,034,427 Class B ordinary shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes  ☒ No

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If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐ Yes  ☒ No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes  ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes  ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.:

If an emerging growth company that prepare its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17  ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes  ☐ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☐ Yes  ☐ No

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TABLE OF CONTENTS

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Explanatory Notes

On March 12, 2025, iClick Interactive Asia Group Limited (“iClick”) consummated a merger (the “Merger”) with Amber DWM Holding Limited (“Amber DWM”), with Amber DWM continuing as the surviving entity and becoming a wholly-owned subsidiary of iClick, and iClick being renamed Amber International Holding Limited (“we,” “us,” or the “Company”). 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. In connection with the Merger, Amber DWM changed its fiscal year end from June 30 to December 31, effective for the fiscal year beginning January 1, 2025, to align with the fiscal year end of Amber International Holding Limited (previously known as iClick). As a result, the Company is required to file this transition report on Form 20-F for the transition period of six months from July 1, 2024 to December 31, 2024 with the Securities and Exchange Commission (the “SEC”). A period-to-period comparison of Amber DWM’s operating results for the six months ended December 31, 2024 and 2023 has been included within Item 5.A.

After filing the transition report, the Company’s next annual report will be for the 12-month period ending December 31, 2025. A period-to-period comparison of Amber DWM’s operating results for the six months ended December 31, 2024 and 2023 has been included within Item 5.A.

Financial information presented in this transition report on Form 20-F is for the six months ended December 31, 2024 and 2023. Financial information presented in this Form 20-F for the six-month period ended December 31, 2023 has not been audited and is presented for comparative purposes only. This transition report on Form 20-F is filed pursuant to Rule 13a-10(g)(4) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which permits the Company to respond to only Items 5, 8.A.7., 13, 14 and 18 of Form 20-F.

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FORWARD-LOOKING STATEMENTS

This transition report on Form 20-F contains forward-looking statements that relate to our current expectations and views of future events. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigations Reform Act of 1995.

You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

You should read this transition report and the documents that we refer to in this transition report completely and with the understanding that our actual future results may be materially different from what we expect. Other sections of this transition report discuss factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. We qualify all of our forward-looking statements by these cautionary statements.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this transition report relate only to events or information as of the date on which the statements are made in this transition report. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this transition report. The principal risks, uncertainties and other important factors that have affected or may affect our business and that have caused or could cause our actual results to differ materially include the following, as well as the other risks detailed in the “Risk Factors” section contained in the annual report on Form 20-F filed by the Company with the SEC on April 29, 2025. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

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PART I

ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis is intended to provide investors with an understanding of the historical financial performance and financial condition of Amber DWM and its subsidiaries (“Amber DWM” or the “Group”). This discussion and analysis presents the factors that had a material effect on the results of operations of Amber DWM for the interim period from July 1, 2024 to December 31, 2024. The following should be read in conjunction with Amber DWM’s audited and unaudited consolidated financial statements and the notes thereto included elsewhere in this transition report. The following discussion and analysis contains forward-looking statements based upon current expectations that involve risks and uncertainties. See “Forward-looking Statements” in this transition report. Amber DWM’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” of the Company’s annual report for the fiscal year ended December 31, 2024 on Form 20-F.

ITEM 5A.OPERATING RESULTS

On March 12, 2025, iClick consummated the Merger with Amber DWM, with Amber DWM continuing as the surviving entity and becoming a wholly-owned subsidiary of iClick, and iClick being renamed Amber International Holding Limited. 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. In connection with the Merger, Amber DWM changed its fiscal year end from June 30 to December 31, effective for the fiscal year beginning January 1, 2025, to align with the fiscal year end of Amber International Holding Limited (previously known as iClick).

Business Overview

Amber DWM is a leading digital asset wealth management platform, operating under the brand name “Amber Premium”, strategically positioned within the rapidly expanding digital asset market. Amber DWM acts as the institutional gateway to crypto finance, providing market access, execution infrastructure, and investment solutions for institutional investors and high-net-worth individuals (HNWIs).

As institutions and HNWIs increasingly explore opportunities in the digital asset sector, their initial participation is often through familiar traditional financial instruments, such as 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. Amber DWM seeks 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 its market expertise, proprietary technologies, and institutional-level risk management practices, Amber DWM enables 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.

By seamlessly merging traditional finance and decentralized finance, Amber DWM provides the following major products to meet its clients’ evolving needs:

Comprehensive Wealth Management Solutions

Full-Stack Execution Solutions

Amber DWM’s 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.

Seamless Crypto Payment Solutions

Key Factors Affecting Amber DWM’s Results of Operations

We believe the key factors affecting Amber DWM’s financial condition and results of operations include the followings:

Market Demand for Digital Asset Management Products

The 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 cryptoeconomy—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.

Moreover, 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 cryptoeconomy.

Price of Digital Assets and Transaction Volume

Amber DWM earns conversion fees when clients transfer or withdraw funds and/or digital assets from its platform, and performs conversion between fiat currencies and digital assets. Amber DWM also earns finance income mainly from premiums earned on structured products as well as interest earned from digital asset lending arrangements. Depending on product type, Amber DWM either charges a flat fee or a percentage of the value of each transaction. Therefore, Amber DWM’s operating results are dependent on the prices of digital assets, transaction volumes, and market liquidity for digital assets.

In 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, Amber DWM’s 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 its financial statements as a result of a changes in the market price of these digital assets relative to the carrying values recorded on our balance sheets.

Effectiveness of Innovative “1+N” Premium Servicing Model and Client Support and Servicing Capabilities

Central to Amber DWM’s 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, Amber DWM’s ability to cross-sell its products (e.g., transitioning clients from OTC trading to structured products) could materially affect its results of operations.

Ability to Competitively Price Products and Services

Amber DWM’s operating results depend on its ability to competitively price its products and services. Similar to the industry peers, as the industry evolves, Amber DWM anticipates some fee pressure. Amber DWM’s strategy is to maintain its position as a trusted brand while developing new products and services to enhance its customer value proposition and offset the effects of any future fee pressure. Maintaining and growing client trust in Amber DWM’s brand is critical. In addition, Amber DWM’s ability to capture value through the development of new and existing products and services may also affect its operating results and financial condition.

Regulatory Environment

The regulatory environment for digital assets is complex and evolving, presenting both challenges and opportunities that could affect Amber DWM’s financial performance. While Amber DWM is committed to designing products and services that adhere to legal requirements, changes in laws and regulations may influence Amber DWM’s ability to onboard customers and offer products across various regions.

In addition, Amber DWM’s financial prospects and growth depend significantly on its ability to continue to operate in compliance with these regulations. Amber DWM designs its products and services to ensure legal compliance. Amber DWM maintains operations and holds licenses in multiple jurisdictions, each subject to its own legal framework. Amber DWM expects to continue to invest significant resources to comply with these regulatory requirements.

Results of Operations of Amber DWM

The following table sets forth a summary of Amber DWM’s consolidated results of operations for the six months ended December 31, 2024 and 2023. This information should be read together with Amber DWM’s consolidated financial statements and related notes included elsewhere in this transition 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 Amber DWM’s future trends.

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Key Components of Results of Operations of Amber DWM

Revenue

Amber DWM generates revenue from wealth management solutions, execution solutions and payment solutions. Wealth management solutions revenue is mainly generated from finance income, premiums earned on structured products and agency fees. Execution solutions revenue mainly includes the transaction fees from execution services. Payment solutions revenue is generated from the conversion fee of our fiat on/off-ramp services.

The following table presents the breakdown of Amber DWM’s total revenue, both in absolute amounts and as percentages of its total revenue for the periods presented.

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Cost of Revenue

Amber DWM’s 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 Amber DWM’s structured products when acting on a principal basis, and customer referral fees.

Operating Expenses

Amber DWM’s total operating expenses consist of technology and development expenses, sales and marketing expenses, general and administrative expenses and finance costs.

The following table sets forth Amber DWM’s operating expenses, both in absolute amount and as a percentage of its net revenues, for the periods presented.

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Technology and development expenses. Amber DWM’s technology and development expenses primarily consist of technology infrastructure expenses, software services expenses incurred in operating, maintaining, and enhancing its platform and in developing new products and services.

Sales and marketing expenses. Amber DWM’s sales and marketing expenses primarily consist of branding and marketing expenses.

General and administrative expenses. Amber DWM’s general and administrative expenses primarily consist of personnel expenses, legal and professional fee, depreciation and amortization, office supplies and maintenance, and other corporate related expenses.

Finance costs. Amber DWM’s finance costs consist of interest expense on lease liabilities and related parties.

Other Expenses

Amber DWM’s total other expenses mainly consist of realized and unrealized fair value changes of digital assets.

Amber DWM’s total realized fair value changes of digital assets represents changes in the prices of digital assets traded in Amber DWM’s ordinary course of business and changes in the prices of BTC and ETH borrowed from or repaid to related parties by Amber DWM.

Amber DWM’s total unrealized fair value changes of digital assets mainly represents changes in the prices of BTC and ETH loaned to Amber DWM by Amber Global Limited (“Amber Group”) in connection with the acquisition of Sparrow Holdings Pte. Ltd. in 2022, which has been waived by Amber Group as of the date of this transition report.

Taxation

Cayman Islands

Amber DWM is incorporated in the Cayman Islands. The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. The Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.

British Virgin Islands

Amber DWM’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 DWM’s subsidiaries in the British Virgin Islands are not subject to withholding tax in the British Virgin Islands.

Hong Kong

Under the current Hong Kong Inland Revenue Ordinance, Amber DWM’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.

Singapore

Under the current Inland Revenue Authority of Singapore, Amber DWM’s subsidiaries incorporated in Singapore are subject to a statutory tax rate of 17% (2023: 17%).

Dubai

Under the current Dubai Ministry of Finance, Amber DWM’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.

Six Months Ended December 31, 2024 Compared to Six Months Ended December 31, 2023

Revenue

Amber DWM’s revenue increased from US$1.7 million for the six months ended December 31, 2023 to US$5.6 million for the six months ended December 31, 2024, as a result of robust market growth in digital asset industry and strategic partnerships.

Amber DWM’s revenue from wealth management solutions increased from US$0.8 million for the six months ended December 31, 2023 to US$5.0 million for the six months ended December 31, 2024, primarily due to strong demand on our diverse investment products, such as structured products which we recorded a significant increase on client asset amount on platform during the period.

Amber DWM’s revenue from execution solutions increased from US$56 thousand for the six months ended December 31, 2023 to US$0.3 million for the six months ended December 31, 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.

Amber DWM’s revenue from payment solutions decreased from US$0.8 million for the six months ended December 31, 2023 to US$0.3 million for the six months ended December 31, 2024, primarily due to lower crypto to fiat conversion volumes as clients chose to maintain their digital assets.

Cost of Revenue

Amber DWM’s cost of revenue increased from US$0.9 million for the six months ended December 31, 2023 to US$3.9 million for the six months ended December 31, 2024, primarily driven by the growth in wealth management solutions business.

Gross Profit and Gross Profit Margin

As a result of the above, Amber DWM’s gross profit was more than doubled, increasing from US$0.8 million for the six months ended December 31, 2023 to US$1.7 million for the six months ended December 31, 2024. Amber DWM’s gross profit margin changed from 48.7% to 31.2% during the same periods, primarily because of the increase in customer referral fees.

Other Income

Amber DWM’s other income mainly consists of interest income, government grants, service income, and others.

Amber DWM’s other income increased from US$49 thousand for the six months ended December 31, 2023 to US$0.2 million for the six months ended December 31, 2024, primarily due to interest income generated from bank deposits during the period and service income from related parties.

Operating Expenses

Amber DWM’s total operating expenses increased from US$2.4 million for the six months ended December 31, 2023 to US$4.6 million for the six months ended December 31, 2024.

Amber DWM’s technology and development expenses increased from US$0.2 million for the six months ended December 31, 2023 to US$0.3 million for the six months ended December 31, 2024, primarily attributable to the increase of IT and related services fee for business expansion.

Amber DWM’s sales and marketing expenses increased from US$2 thousand for the six months ended December 31, 2023 to US$75 thousand for the six months ended December 31, 2024, primary because Amber DWM held more promotional events during the period.

Amber DWM’s general and administrative expenses increased from US$2.2 million for the six months ended December 31, 2023 to US$4.2 million for the six months ended December 31, 2024, primarily related to personnel expenses, legal and professional fee for business expansion.

Amber DWM’s finance costs was US$59 thousand for the six months ended December 31, 2023, compared to US$25 thousand for the six months ended December 31, 2024.

Other Expenses

Amber DWM’s total other expenses increased from US$4.2 million for the six months ended December 31, 2023 to US$10.3 million for the six months ended December 31, 2024.

Amber DWM’s unrealized fair value loss of digital assets on loan from related parties denominated in digital assets increased from US$3.8 million for the six months ended December 31, 2023 to US$10.0 million for the six months ended December 31, 2024. Realized fair value loss of digital assets was US$55 thousand for the six months ended December 31, 2023, compared to US$0.2 million for the six months ended December 31, 2024. Fair value changes on derivative contract was US$0.1 million loss for the six months ended December 31, 2024, compared to US$26 thousand gain for the six months ended December 31, 2023. These changes are primarily due to the increase in BTC and ETH prices. The effect was partially offset by a decrease in realized fair value loss of digital assets on loan from related parties denominated in digital assets amounting to US$0.4 million, which resulted from the repayment of BTC and ETH to related parties in the six months ended December 31, 2023, while no additional borrowing or repayment of digital assets occurred in the six months ended December 31, 2024.

Income Tax Expense

As of December 31, 2024, Amber DWM was still in accumulated loss position and incurred nil current income tax expense for the six months ended December 31, 2023 and 2024.

Net loss

As a result of the foregoing, Amber DWM incurred a net loss of US$12.9 million for the six months ended December 31, 2024, as compared to a net loss of US$5.8 million for the six months ended December 31, 2023.

Recent Changes in Accounting Policies

For a detailed discussion on the recent changes in accounting policies, see Note 2.2 to Amber DWM’s consolidated financial statements included elsewhere in this transition report.

ITEM 5B.LIQUDITY AND CAPITAL RESOURCES

During the reporting period, Amber DWM’s principal sources of liquidity have been cash generated from its operating activities and advances from the ultimate holding company, Amber Group, and related companies. As of December 31, 2024, Amber DWM had US$6.3 million in cash and cash equivalents and primarily consisted of bank balances which are readily convertible to known amounts of cash and subject to insignificant risk of changes in value, and pledged deposits of US$3.0 million. Amber DWM closely monitors its cash balance and future payments obligations by preparing monthly management account and regular fund reports to provide a timely overview of its overall cash position and liquidity and risk control measurements. Such reports will be reviewed by the management. In addition, Amber DWM has adopted a stringent cash management policy. Amber DWM also regularly monitors its current and expected liquidity requirements to ensure that it maintains sufficient cash balances to meet its liquidity needs.

Cash Flows and Working Capital

The following table sets forth a summary of Amber DWM’s cash flows for the periods indicated:

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Operating Activities

Net cash used in operating activities was US$1.7 million in the six months ended December 31, 2024, which was mainly attributable to net loss of US$12.9 million, partially offset by non-cash items of US$10.4 million and a net increase in working capital of US$0.8 million. The non-cash items of US$10.4 million mainly consisted of unrealized fair value loss on amount due to related parties denominated in digital assets of US$10.0 million, amount received from related parties in digital assets of US$1.9 million, partially offset by net income settled in digital assets of US$1.7 million. The net increase in working capital was primarily attributable to increase of trade and other payables during the period.

Net cash used in operating activities was US$1.1 million in the six months ended December 31, 2023, which was mainly attributable to net loss of US$5.8 million, partially offset by non-cash items of US$4.3 million and a net increase in working capital of US$0.3 million. The non-cash items of US$4.3 million mainly consisted of unrealized fair value loss on amount due to related parties denominated in digital assets of US$3.8 million, and depreciation and amortization expenses of US$0.3 million. The net increase in working capital was primarily attributable to increase in trade and other payables of US$0.3 million during the period.

Investing Activities

Net cash used in investing activities was US$59 thousand in the six months ended December 31, 2024, which was mainly attributable to purchase of computer software of US$76 thousand and increase of pledged deposits of US$49 thousand during the period, partially offset by interest received of US$66 thousand.

Net cash used in investing activities was nil in the six months ended December 31, 2023.

Financing Activities

Net cash generated from financing activities was US$4.3 million in the six months ended December 31, 2024, mainly attributable to proceeds from related parties of US$6.5 million, partially offset by proceeds paid to related parties amounting to US$2.2 million during the period.

Net cash generated from financing activities was US$1.5 million in the six months ended December 31, 2023, mainly attributable to proceeds from related parties amounting to US$1.7 million during the period.

Credit Facilities

Amber DWM did not have any credit facilities, significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2024.

Capital Expenditures

Amber DWM made capital expenditures of US$76 thousand in the six months ended December 31, 2024, which was used for purchase of computer software. The capital expenditure was nil in the six months ended December 31, 2023. Amber DWM will continue to make capital expenditures to support its business.

Material Cash Requirements

Amber DWM did not have material cash requirements as of December 31, 2024.

Subsequent Events

On November 29, 2024, Amber DWM entered into a definitive agreement and plan of merger (the “Merger Agreement”) with iClick and Overload Merger Sub Ltd., a Cayman Islands exempted company and a direct, wholly owned subsidiary of iClick. Pursuant to the Merger Agreement, Overload Merger Sub will merge with 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 its issued and outstanding share capital 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.

The 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, ADSs began trading under the new ticker symbol “AMBR” on the Nasdaq effective on March 13, 2025.

In addition, in connection with the Merger, on March 12, 2025, we entered into intercompany services agreements with certain wholly owned subsidiaries of 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 WhaleFin Technologies Limited (“WFTL”) effective from January 1, 2025, and 100% consolidated net income of Sparrow Tech effective from March 12, 2025. On March 12, 2025, Amber DWM transferred all of its shares in Sparrow Holdings Pte. Ltd. (a subsidiary of Amber DWM and holds 100% shares in Sparrow Tech) to Amber Group.

On April 25, 2025, Sparrow Tech has received the necessary approvals to become a wholly-owned subsidiary of the Company, and has been rebranded to Amber Premium Singapore. On the same date, Amber Group transferred its shares in Sparrow Holdings Pte. Ltd. to Amber DWM and Sparrow Tech has become a wholly-owned subsidiary of the Company.

Holding Company Structure

Amber 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.

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.

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.

Quantitative and Qualitative Disclosures about Market Risk

Amber DWM’s activities expose it to a variety of financial risks from its operation. The key financial risks include credit risk, liquidity risk and market risk (including foreign currency risk, digital asset price risk, risks associated with the storage and protection of digital assets and investment risk related to trading of digital assets). For the descriptions of credit risk and liquidity risk, see “Notes to The Consolidated Financial Statements – Note 24. Financial risk management.”

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Foreign Currency Risk

Foreign currency risk arises from cash flows from transactions denominated in foreign currencies. Amber DWM has transactional currency exposures arising from sales or purchases that are denominated in a currency other than the functional currency, primarily Singapore Dollar (“SGD”). If the U.S. dollar appreciates against the SGD by 5%, Amber DWM’s profit would decrease by approximately US$23,000 in the six months ended December 31, 2024. Amber DWM does not have any formal policy for hedging against currency risk. The value of the SGD against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in economic conditions in Singapore and U.S. and by Singapore’s foreign exchange policies.

To the extent that we need to convert U.S. dollars into SGD for our operations, appreciation of SGD against the U.S. dollar would reduce the SGD amount we receive from the conversion. Conversely, if we decide to convert SGD into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs, servicing our outstanding debts, or for other business purposes, appreciation of the U.S. dollar against the SGD would reduce the U.S. dollar amounts available to us.

Certain of our operating activities are transacted in Hong Kong dollars. We consider the foreign exchange risk in relation to transactions denominated in Hong Kong dollars with respect to U.S. dollars is not significant as HK dollar is pegged to U.S. dollar.

Digital Assets Price Risk

Crypto asset risk is the risk that future profit and financial position will fluctuate because of changes in the price of crypto assets. Digital assets that Amber DWM deals with in its trading activities are digital assets such as BTC and ETH which can be traded in a number of public exchanges.

Amber DWM’s exposure to price risk arises from digital assets and digital assets payables which are both measured on a fair value basis. In particular, Amber DWM’s operating result may depend upon the market price of BTC and ETH, as well as other digital assets. If the price of BTC and ETH rise by 30%, Amber DWM’s profit would increase by approximately US$31,000 and US$6,000 in the six months ended December 31, 2024, respectively. Digital asset prices have fluctuated significantly from time to time. There is no assurance that digital asset prices will reflect historical trends.

The 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 Amber DWM in the customers’ accounts to the customers under the respective trading arrangements with Amber DWM.

For more quantitative analysis of the foreign currency risk and digital assets price risk, see “Notes to The Consolidated Financial Statements – Note 24. Financial risk management.”

Risks Associated with Storage and Protection of Digital Assets

Amber DWM primarily stores 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 Amber DWM.

Investment Risk Related to Trading of Digital Assets

We follow 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.

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ITEM 5C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

As of the date of this transition report, we do not have intellectual property rights that are material to our business.

We currently require license to operate our business in Singapore. Sparrow Tech, 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.

ITEM 5D. TREND INFORMATION

Other than as disclosed elsewhere in this transition report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our revenue, income, profitability, liquidity or capital resources, or that would cause reported consolidated financial information not necessarily to be indicative of future operating results or financial condition.

ITEM 5E. Critical Accounting Estimates

The discussion and analysis of Amber DWM’s financial condition and results of operations relates to Amber DWM’s consolidated financial statements, which have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board. The preparation of these financial statements requires Amber DWM to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, Amber DWM evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

The accounting estimates are considered critical if: (i) the accounting estimate requires Amber DWM to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that Amber DWM reasonably could have used in the current period, would have a material impact on Amber DWM’s financial condition or results of operations. Changes in estimates used in these and other items could have a material impact on Amber DWM’s financial statements.

For a detailed discussion of the significant accounting policies and related judgments, see “Notes to The Consolidated Financial Statements – Note 2. Summary of significant accounting policies”.

The following accounting estimates relate to the significant areas involving management’s judgments and estimates in the preparation of Amber DWM’s financial statements, and are those that management believes are the most critical to aid the understanding and evaluation of this management discussion and analysis:

Fair Value of Derivative Financial Instruments

Derivative financial instruments are measured at fair value at initial recognition and designated to be measured subsequently at fair value through profit or loss. Amber DWM had applied Black-Scholes 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.

Impairment of Goodwill

Amber DWM 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 cash-generating units (“CGU”) 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 recognised during the financial period/year ended December 31 and June 30, 2024.

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ITEM 8.FINANCIAL INFORMATION

Legal and Administrative Proceedings

We are not presently a party to any legal or administrative proceedings or claims that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows. Regardless of the outcome, litigation or any other legal or administrative proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

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PART II

ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 16K. CYBERSECURITY

Cybersecurity Risk Management and Strategy

We have implemented processes for assessing, identifying and managing material risks from cybersecurity threats. These processes mainly include:

We have also integrated cybersecurity risk management into our overall enterprise risk management system. In addition, we hold cybersecurity, information security and threat awareness training on a regular basis.

We handle the assessment, identification, and management of cybersecurity risks in-house. Meanwhile, we have also engaged third-party cybersecurity assessment service providers to conduct risk assessments on our core systems, including vulnerability scanning, penetration testing, and code reviews. In 2024, we did not have any cybersecurity incidents that have materially affected or are reasonably likely to materially affect our business, results of operations, or financial condition. Our subsidiaries, Sparrow Tech Private Limited (“Sparrow Tech”) and Sparrow Digital Pte. Ltd., have obtained ISO 27001 certifications, demonstrating our commitment to internationally recognized information security standards. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident.

Governance

Our board of directors oversees our cybersecurity risk profile and exposures. Specifically, our board of directors (i) maintains oversight of the disclosure related to cybersecurity matters in our current reports or periodic reports (including annual reports on Form 20-F); (ii) reviews and approves material cybersecurity policies, and (iii) reviews updates to the status of any material cybersecurity incidents or material risks from cybersecurity threats, and the disclosure issues, if any, presented by our IT department.

Our board of directors delegates its authorities and powers in managing risks associated with cybersecurity threats to our IT department.

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PART III

ITEM 17.FINANCIAL STATEMENTS

We have elected to provide financial statements pursuant to “Item 18. Financial Statements.”.

ITEM 18.FINANCIAL STATEMENTS

See pages beginning on page F-1 in this transition report.

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SIGNATURES

The 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 transition report on this Form 20-F on its behalf.

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AMBER DWM HOLDING LIMITED AND ITS SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To:The Board of Directors and Shareholder of

Amber DWM Holding Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of financial position of Amber DWM Holding Limited and its subsidiaries (the “Company”) as of December 31, 2024, and the related consolidated statement of profit or loss and other comprehensive loss, changes in equity, and cash flows for the six-month period ended December 31, 2024, 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, 2024, and the results of its operations and its cash flows for the six-month period ended December 31, 2024, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Adoption of SAB 122:

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for assets related to custodian digital assets of customers and liabilities related to custodian digital assets of customers in 2024 due to the adoption of SAB 122.

Basis for Opinion

These 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 Public Company Accounting Oversight Board (United States) (“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.

We 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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.

/s/ WWC, P.C.

WWC, P.C.

Certified Public Accountants

PCAOB ID No. 1171

We have served as the Company’s auditor since 2024

San Mateo, California

June 12, 2025

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AMBER DWM HOLDING LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

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The accompanying notes are an integral part of these financial statements.

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AMBER DWM HOLDING LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE LOSS

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The accompanying notes are an integral part of these financial statements

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AMBER DWM HOLDING LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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The accompanying notes are an integral part of these financial statements.

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AMBER DWM HOLDING LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

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A reconciliation of liabilities arising from financing activities as follows:

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The accompanying notes are an integral part of these consolidated financial statements.

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1.Overview

Amber DWM Holding Limited (the “Company”) was incorporated in the Cayman Islands on November 28, 2023 and its registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The principal place of business of the Company is 1 Wallich Street, #30-02, Guoco Tower, Singapore 078881.

These consolidated financial statements comprise the Company and its subsidiaries (the “Group”).

The principal activity of the Company is investment holding. The principal activities of the subsidiaries are disclosed below. The details of its subsidiaries are as follows:

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