Amber International Holding Limited 2025年年度报告和过渡报告

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or15(d)of the Securities Exchange Act of 1934. Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities ExchangeAct of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant wasrequired to submit such files). 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 Rule12b-2 of the Exchange Act.: Large accelerated filer.☐Accelerated filer☐Non-accelerated filer☒Emerging growth company☐ If an emerging growth company that prepare its financial statements in accordance with U.S. GAAP, indicate by check mark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuantto Section13(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 itsAccounting 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 itsinternal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting 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 registrantincluded 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-basedcompensation 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: If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant haselected to follow. If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVEYEARS) 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 theSecurities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐Yes☐No Of the 42,356,230 Class A ordinary shares as of December 31, 2024, 3,011,704 were held by JPMorgan Chase Bank N.A., our depositary,representing Class A ordinary shares underlying the share based awards reserved for issuance under our Post-IPO Plan and our 2018 ShareIncentive Plan. TABLE OF CONTENTS PART IITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS6ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE6ITEM 3.KEY INFORMATION6ITEM 4.INFORMATION ON THE COMPANY62ITEM 4AUNRESOLVED STAFF COMMENTS80ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS80ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES97ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS108ITEM 8.FINANCIAL INFORMATION108ITEM 9.THE OFFER AND LISTING109ITEM 10.ADDITIONAL INFORMATION110ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK120ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES122PART IIITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES124ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USEOF PROCEEDS124ITEM 15.CONTROLS AND PROCEDURES124ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT125ITEM 16B.CODE OF ETHICS125ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES125ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES125ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS125ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT126ITEM 16G.CORPORATE GOVERNANCE126ITEM 16H.MINE SAFETY DISCLOSURE127ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS127ITEM 16J.INSIDER TRADING POLICIES127ITEM 16K.CYBERSECURITY127PART IIIITEM 17.FINANCIAL STATEMENTS129ITEM 18.FINANCIAL STATEMENTS129ITEM 19.EXHIBITS129 CON