Form SCHEDULE 13G Amber International Hold Filed by: Temasek Holdings (Private) Ltd
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Amber International Holding Limited (Name of Issuer) |
Class A ordinary shares, par value US$0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
05/29/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Temasek Holdings (Private) Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
30,868,810.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Tembusu Capital Pte. Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
24,695,076.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Thomson Capital Pte. Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
24,695,076.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Anderson Investments Pte. Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
24,695,076.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Amber International Holding Limited | |
| (b) | Address of issuer's principal executive offices:
1 Wallich Street, #30-02 Guoco Tower, Singapore 078881 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed jointly by:
Temasek Holdings (Private) Limited ("Temasek");
Tembusu Capital Pte. Ltd. ("Tembusu");
Thomson Capital Pte. Ltd. ("Thomson"); and
Anderson Investments Pte. Ltd. ("Anderson", and, together with Temasek, Tembusu and Thomson, the "Reporting Persons").
The Reporting Persons entered into a joint filing agreement, dated the date hereof, by and among Temasek, Tembusu, Thomson and Anderson. | |
| (b) | Address or principal business office or, if none, residence:
Each of the Reporting Persons:
60B Orchard Road
#06-18
The Atrium@Orchard
Singapore 238891 | |
| (c) | Citizenship:
Each of the Reporting Persons: Singapore | |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of the date hereof, Anderson beneficially owns 24,695,076 Class A ordinary shares, par value US$0.001 per share, of the Issuer ("Class A ordinary shares"), consisting of (i) 6,547,854 Class A ordinary shares directly held by Anderson as of the date hereof and (ii) 18,147,222 Class A ordinary shares that Anderson will receive within 60 days of the date hereof. Anderson is a wholly-owned subsidiary of Thomson, which in turn is a wholly-owned subsidiary of Tembusu, which in turn is a wholly-owned subsidiary of Temasek. Temasek, Tembusu and Thomson, through the ownership described above, may be deemed to beneficially own the Class A ordinary shares beneficially owned by Anderson.
Temasek's beneficial ownership also includes 6,173,734 Class A ordinary shares directly held by True Light Investments P Pte. Ltd. ("True Light") as of the date hereof, consisting of (i) 1,636,964 Class A ordinary shares directly held by True Light as of the date hereof and (ii) 4,536,770 Class A ordinary shares that True Light will receive within 60 days of the date hereof. True Light is a private limited company established in Singapore. True Light is indirectly wholly held by True Light Capital GP Pte. Ltd. ("True Light GP"), in its capacity as general partner, for and on behalf of a fund managed by True Light Capital Pte. Ltd. ("True Light Capital"). Both True Light GP and True Light Capital are independent, indirectly wholly-owned subsidiaries of Temasek. Temasek may be deemed to beneficially own the Class A ordinary shares beneficially owned by True Light.
The Class A ordinary shares are not for trading. There is no CUSIP number assigned to the Class A ordinary shares. The CUSIP number, 45113Y203, is assigned to the American depositary shares of the Issuer, which are traded on Nasdaq Global Market under the symbol "AMBR." Each American depositary share of the Issuer represents five Class A ordinary shares. | |
| (b) | Percent of class:
Tembusu, Thomson and Anderson: 5.7%
Temasek: 7.1%
The percentage above is based on 435,143,020 Class A ordinary shares of the Issuer outstanding as of March 31, 2026, as disclosed in the annual report on Form 20-F for the year ended December 31, 2025 filed by the Issuer with the U.S. Securities and Exchange Commission on May 13, 2026. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 - Joint Filing Agreement, dated as of June 5, 2026, by and among Temasek Holdings (Private) Limited, Tembusu Capital Pte. Ltd., Thomson Capital Pte. Ltd. and Anderson Investments Pte. Ltd. |
ATTACHMENTS / EXHIBITS