424B3 1 d412806d424b3.htm 424(B)(3) Table of ContentsFiled Pursuant to Rule 424(b)(3)Registration No. 333-264433 Prospectus Supplement (To Prospectus dated April 22, 2022) AMTD IDEA Group 45,000,000 American Depositary Shares Representing 90,000,000 Class A Ordinary Shares This prospectus supplement relates to an offering of an aggregate of 45,000,000 American depositary shares (the “ADSs”), representing 90,000,000 Class A ordinary shares, par value US$0.0001 per share, of AMTD IDEA Group to a group of selected investors. The ADSs, each representing two Class A ordinary shares, are listed on the New York Stock Exchange (“NYSE”), under the symbol “AMTD.” On April 20, 2023, the last reported sale price of the ADSs on NYSE was US$1.69 per ADS. We have entered into share subscription agreements with each of Mint International (Holding) Trust Ltd., GH Investment Office Ltd, Radiant Centric Investment Inc., Hilburg Universal Holdings Group and Pioneer Holding Inc., or the investors, for the purchase of the securities being offered hereby. In this offering, Mint International (Holding) Trust Ltd will purchase 10,000,000 ADSs, GH Investment Office Ltd. will purchase 8,750,000 ADSs, Radiant Centric Investment Inc. will purchase 9,500,000 ADSs, Hilburg Universal Holdings Group will purchase 8,750,000 ADSs, and Pioneer Holding Inc. will purchase 8,000,000 ADSs, each at a price of US$2.08 per ADS. See “Risk Factors” beginning on page S-26 of this prospectus supplement and in any documents incorporated by reference into this prospectus supplement and the accompanying prospectus for a discussion of certain risks that should be considered in connection with an investment in the ADSs or Class A ordinary shares. AMTD IDEA Group is a Cayman Islands holding company. Our operations are primarily conducted by our operating subsidiaries in Hong Kong, Singapore, the United States, France, and Italy. Investors in the ADSs and Class A ordinary shares thus are purchasing equity interests in a Cayman Islands holding company that has no substantive operations. As a holding company, AMTD IDEA Group may rely on dividends from our subsidiaries for cash requirements, including any payment of dividends to our shareholders. The ability of our subsidiaries to pay dividends to AMTD IDEA Group may be restricted by laws and regulations applicable to them or the debt they incur on their own behalf or the instruments governing their debt. For a detailed description, see “Prospectus Supplement Summary—Cash Transfers and Dividend Distribution.” In addition, our strategic investment business is subject to liquidity risks, and we may need additional financing but may not be able to obtain it on favorable terms or at all, all of which may impose liquidity risks on us and adversely affect our ability to pay dividends to our shareholders. Although we do not have any material operations in Mainland China or any variable interest entities in place, the business operations of certain investee companies of ours are conducted in Mainland China. PRC laws do not currently prohibit direct foreign investment in our investee companies in Mainland China, and our investors could potentially own equity interests in our investee companies in Mainland China. Nonetheless, we, together with our investee companies in Mainland China face risks and uncertainties associated with the complex and evolving PRC laws and regulations, and PRC regulatory authorities could disallow the corporate structure through which we invest in our investee companies or hold our subsidiary, if any, in Mainland China, and could extend such prohibition to our Hong Kong operations, which could lead to a material change in our operations and/or a material change in the value of the ADSs, and could cause the value of the ADSs and Class A ordinary shares to significantly decline or become worthless. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in Mainland China and Hong Kong—The PRC government’s significant authority to intervene in or influence the Mainland China operations of an offshore holding company at any time could limit our ability to transfer or use our cash outside of PRC, and could otherwise result in a material adverse change to Table of Contentsour business operations, including our Hong Kong operations and cause the ADSs and Class A ordinary shares to significantly decline in value or become worthless” in our annual report on Form 20-F for the year ended December 31, 2021, or our 2021 Form 20-F, which is incorporated in the accompanying prospectus by reference. We face various legal and operational risks and uncertainties relating to our operations. Although we do not have any material operations in Mainland China or any variable interest entities in place, we and certain investee companies of ours whose business operations are primarily conducted in Mainland China face risks and uncertainties associated with the complex and evolving PRC laws and regu