Form SCHEDULE 13G Amber International Hold Filed by: HSG Holding 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 of $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
06/10/2026 (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
Inception Five, Ltd. ("Inception Five") | ||||||||
| 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
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
36,484,430.00 | ||||||||
| 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)
8.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Row 11. Based on a total of 432,954,386 shares of Class A Ordinary Shares outstanding as of March 31, 2026 (excluding the Class A ordinary shares held by JPMorgan Chase Bank N.A., the Issuer's depositary, underlying the share-based awards reserved for issuance under certain employee incentive plans of the Issuer), as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Rosewood Eight Ltd. ("Rosewood Eight") | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,484,288.00 | ||||||||
| 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)
1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Row 11. Based on a total of 432,954,386 shares of Class A Ordinary Shares outstanding as of March 31, 2026 (excluding the Class A ordinary shares held by JPMorgan Chase Bank N.A., the Issuer's depositary, underlying the share-based awards reserved for issuance under certain employee incentive plans of the Issuer), as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
HongShan Capital Growth Fund V, L.P. ("HongShan Capital Growth Fund V") | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
36,484,430.00 | ||||||||
| 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)
8.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Row 6, 8 and 9. 36,484,430 Class A Ordinary Shares are directly owned by Inception Five. HongShan Capital Growth Fund V wholly owns Inception Five.
Row 11. Based on a total of 432,954,386 shares of Class A Ordinary Shares outstanding as of March 31, 2026 (excluding the Class A ordinary shares held by JPMorgan Chase Bank N.A., the Issuer's depositary, underlying the share-based awards reserved for issuance under certain employee incentive plans of the Issuer), as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
HSG Growth V Management, L.P. ("HSG Growth V MGMT") | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
36,484,430.00 | ||||||||
| 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)
8.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Row 6, 8 and 9. 36,484,430 Class A Ordinary Shares are directly owned by Inception Five. HongShan Capital Growth Fund V wholly owns Inception Five. HSG Growth V MGMT is the general partner of HongShan Capital Growth Fund V.
Row 11. Based on a total of 432,954,386 shares of Class A Ordinary Shares outstanding as of March 31, 2026 (excluding the Class A ordinary shares held by JPMorgan Chase Bank N.A., the Issuer's depositary, underlying the share-based awards reserved for issuance under certain employee incentive plans of the Issuer), as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
HongShan Capital Venture Fund VIII, L.P. ("HongShan Capital Venture Fund VIII") | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,484,288.00 | ||||||||
| 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)
1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Row 6, 8 and 9. 4,484,288 Class A Ordinary Shares are directly owned by Rosewood Eight. HongShan Capital Venture Fund VIII wholly owns Rosewood Eight.
Row 11. Based on a total of 432,954,386 shares of Class A Ordinary Shares outstanding as of March 31, 2026 (excluding the Class A ordinary shares held by JPMorgan Chase Bank N.A., the Issuer's depositary, underlying the share-based awards reserved for issuance under certain employee incentive plans of the Issuer), as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
HSG Venture VIII Management, L.P. ("HSG Venture VIII MGMT") | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,484,288.00 | ||||||||
| 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)
1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Row 6, 8 and 9. 4,484,288 Class A Ordinary Shares are directly owned by Rosewood Eight. HongShan Capital Venture Fund VIII wholly owns Rosewood Eight. HSG Venture VIII MGMT is the general partner of HongShan Capital Venture Fund VIII.
Row 11. Based on a total of 432,954,386 shares of Class A Ordinary Shares outstanding as of March 31, 2026 (excluding the Class A ordinary shares held by JPMorgan Chase Bank N.A., the Issuer's depositary, underlying the share-based awards reserved for issuance under certain employee incentive plans of the Issuer), as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
HSG Holding Limited ("HSG Holding") | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
40,968,718.00 | ||||||||
| 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)
9.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Row 6, 8 and 9. 36,484,430 Class A Ordinary Shares are directly owned by Inception Five and 4,484,288 Class A Ordinary Shares are directly owned by Rosewood Eight. HongShan Capital Growth Fund V wholly owns Inception Five. HSG Growth V MGMT is the general partner of HongShan Capital Growth Fund V. HongShan Capital Venture Fund VIII wholly owns Rosewood Eight. HSG Venture VIII MGMT is the general partner of HongShan Capital Venture Fund VIII. HSG Holding is the general partner of HSG Growth V MGMT and HSG Venture VIII MGMT.
Row 11. Based on a total of 432,954,386 shares of Class A Ordinary Shares outstanding as of March 31, 2026 (excluding the Class A ordinary shares held by JPMorgan Chase Bank N.A., the Issuer's depositary, underlying the share-based awards reserved for issuance under certain employee incentive plans of the Issuer), as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on May 13, 2026.
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, Singapore, 078881 | |
| Item 2. | ||
| (a) | Name of person filing:
Inception Five, Ltd.
Rosewood Eight Ltd.
HongShan Capital Growth Fund V, L.P.
HSG Growth V Management, L.P.
HongShan Capital Venture Fund VIII, L.P.
HSG Venture VIII Management, L.P.
HSG Holding Limited
HongShan Capital Growth Fund V wholly owns Inception Five. HSG Growth V MGMT is the general partner of HongShan Capital Growth Fund V. HongShan Capital Venture Fund VIII wholly owns Rosewood Eight. HSG Venture VIII MGMT is the general partner of HongShan Capital Venture Fund VIII. HSG Holding is the general partner of HSG Growth V MGMT and HSG Venture VIII MGMT. | |
| (b) | Address or principal business office or, if none, residence:
Suite 3613, 36/F, Two Pacific Place
88 Queensway
Hong Kong | |
| (c) | Citizenship:
Inception Five, Ltd., Rosewood Eight Ltd., HongShan Capital Growth Fund V, L.P., HSG Growth V Management, L.P., HongShan Capital Venture Fund VIII, L.P., HSG Venture VIII Management, L.P., and HSG Holding Limited: Cayman Islands | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value of $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:
40,968,718. 36,484,430 Class A Ordinary Shares are directly owned by Inception Five and 4,484,288 Class A Ordinary Shares are directly owned by Rosewood Eight. HongShan Capital Growth Fund V wholly owns Inception Five. HSG Growth V MGMT is the general partner of HongShan Capital Growth Fund V. HongShan Capital Venture Fund VIII wholly owns Rosewood Eight. HSG Venture VIII MGMT is the general partner of HongShan Capital Venture Fund VIII. HSG Holding is the general partner of HSG Growth V MGMT and HSG Venture VIII MGMT.
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. | |
| (b) | Percent of class:
9.5%. The percentage is based on a total of 432,954,386 shares of Class A Ordinary Shares outstanding as of March 31, 2026 (excluding the Class A ordinary shares held by JPMorgan Chase Bank N.A., the Issuer's depositary, underlying the share-based awards reserved for issuance under certain employee incentive plans of the Issuer), as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on May 13, 2026. %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
Inception Five, Ltd.: 36,484,430
Rosewood Eight Ltd.: 4,484,288
HongShan Capital Growth Fund V, L.P.: 36,484,430
HSG Growth V Management, L.P.: 36,484,430
HongShan Capital Venture Fund VIII, L.P.: 4,484,288
HSG Venture VIII Management, L.P.: 4,484,288
HSG Holding Limited: 40,968,718 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Inception Five, Ltd.: 36,484,430
Rosewood Eight Ltd.: 4,484,288
HongShan Capital Growth Fund V, L.P.: 36,484,430
HSG Growth V Management, L.P.: 36,484,430
HongShan Capital Venture Fund VIII, L.P.: 4,484,288
HSG Venture VIII Management, L.P.: 4,484,288
HSG Holding Limited: 40,968,718 | ||
| 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
| ||
| 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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