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Associated Press
28-05-2025
- Business
- Associated Press
Amber International Holding Limited Reports First Quarter 2025 Unaudited Financial Results
SINGAPORE, May 28, 2025 /PRNewswire/ -- Amber International Holding Limited (Nasdaq: AMBR) ('Amber International', 'we,' 'us,' or the 'Company'), a leading provider of institutional crypto financial services & solutions and operating under the brand name 'Amber Premium', today announced unaudited financial results for the first quarter ended March 31, 2025. Wayne Huo, CEO and Director of Amber International, commented, 'We are pleased to report a strong first quarter, highlighted by record revenue of US$14.9 million and improved profitability. The successful completion of the merger with iClick (the 'Merger') has enhanced our platform capabilities, enabling us to drive robust growth across core institutional offerings. Our high-margin Wealth Management Solutions continued to perform well, supported by a diversified and scalable revenue model that positions us for long-term growth.' 'As we look to the second quarter and beyond, we're focused on scaling our strategic growth initiatives. The launch of our US$100 million Crypto Ecosystem Reserve, the rollout of uMINT (a tokenized real-world assets (RWAs) offering backed by UBS Asset management), and continued developments in AgentFi exemplified by our AI ambassador MIA, are all examples of how we're building for the next phase of institutional crypto finance. With our institutional infrastructure, regulated foundation, and strong momentum, we're committed to serving the evolving needs of clients and expanding our global footprint,' Mr. Huo continued. Josephine Ngai, CFO of Amber International, added, 'Amber Premium's first quarter financial results reflect the disciplined execution of our integration and cost optimization strategy. As we continue to expand our infrastructure, we remain focused on maintaining capital efficiency while investing in the capabilities that support institutional client success.' First Quarter 2025 Highlights Business Developments and Strategic Updates The first quarter of 2025 delivered record financial performance alongside significant strategic milestones that position us for long term growth. In March, we successfully completed our Merger with iClick and began trading under our new ticker (Nasdaq: AMBR)—a defining moment as we entered the public markets. Operationally, we focused on integrating our expanded platform and delivering on growth targets. Our Wealth Management Solutions business continued to demonstrate strong client demand, supported by growing interest in structured yield products, collateralized lending, and DeFi-enhanced offerings. This performance was underpinned by an 11% increase in client assets to US$1,275.4 million and a 22% growth in KYC'ed users, reflecting strong engagement and trust from high-value institutional clients who increasingly view digital assets as an important portfolio allocation. Looking ahead, we remain focused on long-term growth through three core strategic initiatives: First Quarter 2025 Financial Results Summary On March 12, 2025, iClick Interactive Asia Group Limited ('iClick') completed its previously announced Merger with Amber DWM Holding Limited ('Amber DWM')[3]. 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. The financial results of iClick have been included in the consolidated financial results since March 12, 2025. Effective for the fiscal year beginning January 1, 2025, the Company would prepare and report its financial statements in accordance with the International Financial Reporting Standards ('IFRS') issued by the International Accounting Standards Board to align with the preparation and reporting of the financial statements of Amber DWM. Also, Amber DWM changed its fiscal year end from June 30 to December 31 in order to align with the fiscal year end of the Company (previously known as iClick). For details, please refer to Form 6-K furnished to the SEC on May 22, 2025 and April 8, 2025, respectively. The following table sets forth the key financial metrics of the Company for the periods indicated. Revenue for the first quarter of 2025 was US$14.9 million, notably up from US$1.0 million in the first quarter of 2024, attributed to the intercompany service agreement dated March 12, 2025, pursuant to which the Company will consolidate the net income generated by the WFTL Assigned Contracts effective January 1, 2025, and continuous expansion of Amber Premium's business. We reported the results into four revenue streams: 1) Wealth Management Solutions revenue is mainly generated from (a) finance income and premiums earned on structured products and strategic fees; and (b) commission, rebates and spread earned from standard earn and structured products, DeFi yield enhanced products and strategic funds. We achieved a significant growth of revenue in the first quarter of 2025 at US$9.9 million from US$0.6 million in the same period of 2024, contributed by the WFTL Assigned Contracts recorded in the first quarter 2025, as well as strong demand on our diverse investment products, collateralized lending and asset management. 2) Execution Solutions revenue mainly includes the transaction fees from the provision of OTC trading and execution services. US$2.7 million revenue was recorded in the first quarter of 2025, increased from US$29.0 thousand in the same period of 2024. The growth was primarily driven by revenue generated from the WFTL Assigned Contracts, and higher average fee rate and spread in the mix of different trading in this quarter. 3) Payment Solutions revenue is generated from the conversion fee of our fiat on/off-ramp services. US$0.8 million revenue was recorded in the first quarter of 2025, increased from US$0.4 million for the same period of 2024, mainly contributed from the revenue generated from the WFTL Assigned Contracts. 4) Marketing and Enterprise Solutions revenue is generated from online marketing, SaaS products and services provided by iClick. US$1.6 million revenue was recorded in the first quarter of 2025. Gross profit for the first quarter of 2025 reached US$11.0 million, compared to US$0.5 million in the same period of 2024. Gross profit margin demonstrated an upward trend to 73.7% in the first quarter of 2025, from 45.9% in the first quarter of 2024. The increase was mainly contributed by the WFTL Assigned Contracts and continuous expansion of Amber Premium's business. Total operating expenses were US$10.2 million in the first quarter of 2025, increased from US$1.4 million in the first quarter of 2024. The change was primarily due to the increase of technology infrastructure expenses, software services expenses, personnel expenses and consultancy for business expansion and development of new products and services. Operating income was US$0.8 million in the first quarter of 2025, improved from US$0.9 million operating loss in the first quarter of 2024, as a result of our strategic investments and expansion of higher margin Amber Premium's services. In addition, our marketing and enterprise solutions business recorded an overall breakeven result in the first quarter of 2025. Other gains, net, were US$0.1 million in the first quarter of 2025, compared to other losses, net of US$11.0 million in the first quarter of 2024. Other losses, net in the first quarter of 2024 were mainly driven by unrealized loss in fair value of digital assets in connection with a related party's loan. The related party's loan was waived prior to the Merger and thus the unrealized loss in fair value was nil in 2025. Net income was US$0.9 million in the first quarter of 2025, compared with net loss of US$11.9 million for the first quarter of 2024, as a result of the foregoing. Adjusted EBITDA and adjusted net income were US$1.6 million and US$1.5 million, respectively for the first quarter of 2025, compared to an adjusted EBITDA, a loss of US$0.8 million and an adjusted net loss of US$0.9 million in the first quarter of 2024. First Quarter 2025 Operating Data In addition to the measures presented in our consolidated financial statements, we use the operating metrics listed below to evaluate our business, measure our performance, identify trends and make strategic decisions: Outlook Based on the information available as of the date of this press release, the Company provides the following revenue outlook of Amber Premium business: Second Quarter 2025: Full Year 2025: The above outlook is based on current market conditions and reflects the Company's preliminary estimates of market and operating conditions, expected foreign exchange fluctuation, and customer demand, which are all subject to change. Please also refer to the factors set out under the section titled 'Safe Harbor Statement.' Conference Call The Company will host an earnings conference call at 8:00 AM U.S. Eastern Time on May 28, 2025 (8:00 PM Singapore time on May 28, 2025). Participants are asked to use one of the following teleconferencing numbers to participate in the call and reference the ID number 13754037 The Company requests that participants dial in 10 minutes before the conference call begins. Participant Dial-in Numbers: Toll Free: 1-844-539-3703 Toll/International: 1-412-652-1273 The conference call will also be available via a live webcast at Replay Dial-in Numbers: Toll Free: 1-844-512-2921 Toll/International: 1-412-317-6671 Replay Pin Number: 13754037 A replay of the call will be available on Wednesday, May 28, 2025, after 12:00 PM ET through Wednesday, June 11, 2025 at 11:59 PM ET. The Company's earnings release and investor presentation will be available shortly after issuance in the Investor Relations section of Amber International's website at About Amber International Holding Limited Amber International Holding Limited (Nasdaq: AMBR), operating under the brand name 'Amber Premium', is a leading provider of institutional crypto financial services and solutions. A subsidiary of Amber Group, Amber Premium delivers institutional-grade market access, execution infrastructure, and investment solutions to help institutions and high-net-worth individuals optimize their digital asset portfolios. The firm offers a regulated, scalable financial ecosystem powered by proprietary blockchain and financial technologies, AI-driven risk management, and quantitative algorithms across CeFi, DeFi, and OTC markets. Learn more at Non-GAAP Financial Measures The Company uses adjusted EBITDA, adjusted net income/(loss), and diluted adjusted net income/(loss) per ADS, each a non-GAAP financial measure, in evaluating the Company's operating results and for financial and operational decision-making purposes. The Company believes that adjusted EBITDA, adjusted net income/(loss), and diluted adjusted net income/(loss) per ADS help identify underlying trends in the Company's business that could otherwise be distorted by the effect of the expenses and gains that the Company includes in net income/(loss). The Company believes that adjusted EBITDA and adjusted net income/(loss) provide useful information about the Company's operating results, enhance the overall understanding of the Company's past performance and future prospects, assess operating performance on a consistent basis, and allow for greater visibility with respect to key metrics used by the Company's management in its financial and operational decision-making. Adjusted EBITDA, adjusted net income/(loss), and diluted adjusted net income/(loss) per ADS should not be considered in isolation or construed as an alternative to net income/(loss) or any other measure of performance or as an indicator of the Company's operating performance. Investors are encouraged to review the historical non-GAAP financial measures to the most directly comparable GAAP measures. Adjusted EBITDA, adjusted net income/(loss), and diluted adjusted net income/(loss) per ADS presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to the Company's data. The Company encourages investors and others to review the Company's financial information in its entirety and not rely on a single financial measure. For more information on these non-GAAP financial measures, please see the table captioned 'Unaudited Reconciliations of GAAP and Non-GAAP results' set forth at the end of this press release. These non-GAAP financial measures were presented with the most directly comparable GAAP financial measures together for facilitating a more comprehensive understanding of operating performance between periods. Safe Harbor Statement This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from the expectations as a result of a variety of factors. Such forward-looking statements are based upon management's current expectations and include known and unknown risks, uncertainties and other factors, many of which are hard to predict or control, that may cause the actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (i) the risk that the Company may not obtain the regulatory approval in relation to DWM Asset Restructuring in a timely manner or at all and may need to continue relying on the intercompany service agreements to receive the economic benefits of the WFTL Assigned Contracts; (ii) risks related to the performance of the amendment, waiver and framework agreement, including the expected timing and likelihood of receipt of the regulatory approvals contemplated therein; (iii) the risk that the Company's business lines are nascent, not fully proven by market and subject to material legal, regulatory, operational, reputational, tax and other risks in the jurisdictions where it operates; (iv) the risk of declining prices of digital assets and reduced transaction volumes conducted by the Company; (v) regulatory and market risks related to cryptocurrencies and digital assets and in the jurisdictions where the Company operates; (vi) risks related to fluctuations in the market price of bitcoin and any associated unrealized gains or losses on the digital assets that the Company may record in its financial statements as a result of a change in the market price of bitcoin from the value at which the Company's bitcoins are carried on its balance sheet, as well as commercial, legal, regulatory, accounting and technical uncertainties associated with the Company's crypto holdings; (vii) a decrease in liquidity in the markets in which the cryptocurrencies and digital assets are traded; and (viii) the impact of the availability of spot exchange traded products and other investment vehicles for digital assets. Further information regarding these and other risks is included in the Company's annual report on Form 20-F and other filings with the SEC. Investors can identify these forward-looking statements by words or phrases such as 'may,' 'will,' 'expect,' 'anticipate,' 'aim,' 'estimate,' 'intend,' 'plan,' 'believe,' 'potential,' 'continue,' 'is/are likely to' or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results. Media & Investor Contacts (financial tables follow) AMBER INTERNATIONAL HOLDING LIMITED Unaudited Reconciliations of GAAP and Non-GAAP Results (US$'000, except share data and per share data, or otherwise noted) Adjusted EBITDA represents net income/(loss) before (i) depreciation and amortization, (ii) interest expense, (iii) interest income, (iv) income tax expense, (v) share-based compensation, (vi) other gains, net, (vii) net loss attributable to non-controlling interests, (viii) realized loss/(gain) in fair value of digital assets, (ix) unrealized loss in fair value of digital assets, and (x) cost related to Merger. The table below sets forth a reconciliation of the Company's adjusted EBITDA from net income/(loss) for the periods indicated: Adjusted net income/(loss) represents net income/(loss) before (i) share-based compensation, (ii) other gains, net, (iii) net loss attributable to non-controlling interests, (iv) unrealized loss in fair value of digital assets, and (v) cost related to Merger. There is no material tax effects on these non-GAAP adjustments. The table below sets forth a reconciliation of the Company's adjusted net income/(loss) from net income/(loss) for the periods indicated: The diluted adjusted net income/(loss) per ADS for the periods indicated are calculated as follows: View original content to download multimedia: SOURCE Amber International Holding Limited
Associated Press
12-03-2025
- Business
- Associated Press
iClick Interactive Asia Group Limited Announces Plan for Closing on Merger with Amber DWM and Confirms Nasdaq Listing Under New Ticker 'AMBR'
HONG KONG, March 12, 2025 /PRNewswire/ -- iClick Interactive Asia Group Limited ('iClick' or the 'Company') (NASDAQ: ICLK) today announced progress toward closing its merger with Amber DWM Holding Limited ('Amber DWM'), alongside final Nasdaq approval for the post-merger listing. Upon completion of the merger, the Company will be renamed 'Amber International Holding Limited' and commence trading under the new ticker symbol 'AMBR' on the Nasdaq Global Market, effective March 13, 2025. iClick has entered into an Amendment, Waiver and Framework Agreement (the 'Framework Agreement') to amend and waive certain terms and conditions of the Agreement and Plan of Merger (the 'Merger Agreement') entered into by the Company, Overlord Merger Sub Ltd. (the 'Merger Sub') and Amber DWM Holding Limited ('Amber DWM') on November 29, 2024. This step streamlines the path toward the anticipated completion of the merger. As previously announced, Merger Sub will merge with and into Amber DWM, with Amber DWM continuing as the surviving entity and becoming a wholly-owned subsidiary of the Company (the 'Merger'). Pursuant to the Merger Agreement, Amber DWM will, prior to the consummation of the Merger, execute certain restructuring involving (i) the acquisition of 100% of the equity interest in WhaleFin Markets Limited from Amber Global Limited ('AB'), and (ii) cause certain subsidiary of Amber DWM to assume all rights and obligations under certain contracts of WhaleFin Technologies Limited ('WFTL' and such contracts, the 'WFTL Assigned Contracts') (together the 'DWM Asset Restructuring'). Pursuant to the Merger Agreement, certain local regulatory approvals shall have been obtained before the completion of the Merger. These approvals include local regulatory approvals for the DWM Asset Restructuring and for iClick to become a controller in Sparrow Tech Private Limited, an indirect subsidiary of Amber DWM. To expedite the closing of the Merger, the parties have entered to the Framework Agreement to amend and waive certain closing conditions to the Merger, including in relation to the DWM Asset Restructuring and these regulatory approvals, and to provide for alternative arrangements that would afford iClick with substantially the same economic benefits as the transactions contemplated under the Merger Agreement. Specifically, (i) pursuant to the Framework Agreement, the parties have agreed to complete the DWM Asset Restructuring and cause Sparrow Tech Private Limited to become an indirect subsidiary of iClick promptly upon the receipt of the relevant regulatory approvals, which may be after the closing of the Merger, and (ii) pursuant to certain intercompany services agreement entered into concurrently with the execution of the Framework Agreement, while the regulatory approvals are pending, a wholly-owned subsidiary of Amber DWM (and, thus, a wholly-owned subsidiary of iClick following the consummation of the Merger) will receive 100% of the consolidated basis net income generated by the WFTL Assigned Contracts and 100% consolidated net income of Sparrow Tech Private Limited. For more details of the Framework Agreement and intercompany services agreements, please refer to Exhibit 99.2 to 99.4 of the current report on Form 6-K dated March 12, 2025, respectively. The Company further announced that it received Nasdaq approval for the listing on the Nasdaq Global Market on March 11, 2025. With the execution of the Framework Agreement and Nasdaq listing approval, all conditions precedent to the closing of the Merger have been satisfied (or are expected to be satisfied as of the closing). The Company expects the Merger to take effect on or around March 12, 2025, and its American Depositary Shares, each representing five Class A ordinary shares (the 'ADSs') to begin trading on the Nasdaq Global Market on or about March 13, 2025 under the new name 'Amber International Holding Limited' and the new ticker symbol of 'AMBR.' Before that, the ADSs will continue to trade on the Nasdaq Global Market under the current ticker symbol 'ICLK.' About iClick Interactive Asia Group Limited Founded in 2009, iClick Interactive Asia Group Limited (NASDAQ: ICLK) is a renowned online marketing and enterprise solutions provider in Asia. With its leading proprietary technologies, iClick's full suite of data-driven solutions helps brands drive significant business growth and profitability throughout the full consumer lifecycle. For more information, please visit About Amber Premium Amber Premium, the business brand behind Amber DWM Holding Limited, is a leading digital wealth management services platform, offering private banking-level solutions tailored for the dynamic crypto economy to a premium clientele of esteemed institutions and qualified individuals. It develops, deploys, and supports innovative digital wealth management products and services for institutions and high-net-worth individuals, and provides institutional-grade access, operations and support. Amber Premium aims to be the top choice for one-stop digital wealth management services, delivering tailored, secure solutions that drive growth in the Web3 world. Safe Harbor Statement This press release contains certain 'forward-looking statements.' These statements are made under the 'safe harbor' provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the pending transactions described herein, and the parties' perspectives and expectations, are forward-looking statements. The words 'will,' 'expect,' 'believe,' 'estimate,' 'intend,' 'plan' and similar expressions indicate forward-looking statements. Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from the expectations as a result of a variety of factors. Such forward-looking statements are based upon management's current expectations and include known and unknown risks, uncertainties and other factors, many of which are hard to predict or control, that may cause the actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (i) risks related to the expected timing and likelihood of completion of the Merger, including the risk that the Merger may not close due to one or more closing conditions to the Merger not being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for the consummation of the Merger or required certain conditions, limitations or restrictions in connection with such approvals; (ii) the risk that that the Company relies on the arrangements with AB and/or Amber DWM to achieve substantially the same economic benefits of certain subsidiaries and the contracts as initially contemplated in the Merger Agreement, which may not be as effective as direct ownership and could lead to other adverse effect on the Company; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable transaction agreements; (iv) the risk that there may be a material adverse change with respect to the financial position, performance, operations or prospects of the Company, Amber DWM or the combined entity; (v) risks related to disruption of management time from ongoing business operations due to the Merger; (vi) the risk that any announcements relating to the Merger could have adverse effects on the market price of the Company's securities; (vii) the risk that the Merger and its announcement could have an adverse effect on the ability of Amber DWM or the combined entity to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; (viii) any changes in the business or operating prospects of Amber DWM and the combined entity or their businesses; (ix) changes in applicable laws and regulations; and (x) risks relating to Amber DWM's and the combined company's ability to enhance their services and products, execute their business strategy, expand their customer base and maintain stable relationship with their business partners. A further list and description of risks and uncertainties can be found in the proxy statement that was furnished to the SEC on December 19, 2024 by the Company in connection with the Merger, and other documents that the parties may file with or furnish to the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and the Company, Amber DWM and their respective subsidiaries and affiliates undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation. For investor and media inquiries, please contact: In Asia: In the United States:
Yahoo
12-03-2025
- Business
- Yahoo
iClick Interactive Asia Group Limited Announces Plan for Closing on Merger with Amber DWM and Confirms Nasdaq Listing Under New Ticker "AMBR"
HONG KONG, March 12, 2025 /PRNewswire/ -- iClick Interactive Asia Group Limited ("iClick" or the "Company") (NASDAQ: ICLK) today announced progress toward closing its merger with Amber DWM Holding Limited ("Amber DWM"), alongside final Nasdaq approval for the post-merger listing. Upon completion of the merger, the Company will be renamed "Amber International Holding Limited" and commence trading under the new ticker symbol "AMBR" on the Nasdaq Global Market, effective March 13, 2025. iClick has entered into an Amendment, Waiver and Framework Agreement (the "Framework Agreement") to amend and waive certain terms and conditions of the Agreement and Plan of Merger (the "Merger Agreement") entered into by the Company, Overlord Merger Sub Ltd. (the "Merger Sub") and Amber DWM Holding Limited ("Amber DWM") on November 29, 2024. This step streamlines the path toward the anticipated completion of the merger. As previously announced, Merger Sub will merge with and into Amber DWM, with Amber DWM continuing as the surviving entity and becoming a wholly-owned subsidiary of the Company (the "Merger"). Pursuant to the Merger Agreement, Amber DWM will, prior to the consummation of the Merger, execute certain restructuring involving (i) the acquisition of 100% of the equity interest in WhaleFin Markets Limited from Amber Global Limited ("AB"), and (ii) cause certain subsidiary of Amber DWM to assume all rights and obligations under certain contracts of WhaleFin Technologies Limited ("WFTL" and such contracts, the "WFTL Assigned Contracts") (together the "DWM Asset Restructuring"). Pursuant to the Merger Agreement, certain local regulatory approvals shall have been obtained before the completion of the Merger. These approvals include local regulatory approvals for the DWM Asset Restructuring and for iClick to become a controller in Sparrow Tech Private Limited, an indirect subsidiary of Amber DWM. To expedite the closing of the Merger, the parties have entered to the Framework Agreement to amend and waive certain closing conditions to the Merger, including in relation to the DWM Asset Restructuring and these regulatory approvals, and to provide for alternative arrangements that would afford iClick with substantially the same economic benefits as the transactions contemplated under the Merger Agreement. Specifically, (i) pursuant to the Framework Agreement, the parties have agreed to complete the DWM Asset Restructuring and cause Sparrow Tech Private Limited to become an indirect subsidiary of iClick promptly upon the receipt of the relevant regulatory approvals, which may be after the closing of the Merger, and (ii) pursuant to certain intercompany services agreement entered into concurrently with the execution of the Framework Agreement, while the regulatory approvals are pending, a wholly-owned subsidiary of Amber DWM (and, thus, a wholly-owned subsidiary of iClick following the consummation of the Merger) will receive 100% of the consolidated basis net income generated by the WFTL Assigned Contracts and 100% consolidated net income of Sparrow Tech Private Limited. For more details of the Framework Agreement and intercompany services agreements, please refer to Exhibit 99.2 to 99.4 of the current report on Form 6-K dated March 12, 2025, respectively. The Company further announced that it received Nasdaq approval for the listing on the Nasdaq Global Market on March 11, 2025. With the execution of the Framework Agreement and Nasdaq listing approval, all conditions precedent to the closing of the Merger have been satisfied (or are expected to be satisfied as of the closing). The Company expects the Merger to take effect on or around March 12, 2025, and its American Depositary Shares, each representing five Class A ordinary shares (the "ADSs") to begin trading on the Nasdaq Global Market on or about March 13, 2025 under the new name "Amber International Holding Limited" and the new ticker symbol of "AMBR." Before that, the ADSs will continue to trade on the Nasdaq Global Market under the current ticker symbol "ICLK." About iClick Interactive Asia Group Limited Founded in 2009, iClick Interactive Asia Group Limited (NASDAQ: ICLK) is a renowned online marketing and enterprise solutions provider in Asia. With its leading proprietary technologies, iClick's full suite of data-driven solutions helps brands drive significant business growth and profitability throughout the full consumer lifecycle. For more information, please visit About Amber Premium Amber Premium, the business brand behind Amber DWM Holding Limited, is a leading digital wealth management services platform, offering private banking-level solutions tailored for the dynamic crypto economy to a premium clientele of esteemed institutions and qualified individuals. It develops, deploys, and supports innovative digital wealth management products and services for institutions and high-net-worth individuals, and provides institutional-grade access, operations and support. Amber Premium aims to be the top choice for one-stop digital wealth management services, delivering tailored, secure solutions that drive growth in the Web3 world. Safe Harbor Statement This press release contains certain "forward-looking statements." These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the pending transactions described herein, and the parties' perspectives and expectations, are forward-looking statements. The words "will," "expect," "believe," "estimate," "intend," "plan" and similar expressions indicate forward-looking statements. Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from the expectations as a result of a variety of factors. Such forward-looking statements are based upon management's current expectations and include known and unknown risks, uncertainties and other factors, many of which are hard to predict or control, that may cause the actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (i) risks related to the expected timing and likelihood of completion of the Merger, including the risk that the Merger may not close due to one or more closing conditions to the Merger not being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for the consummation of the Merger or required certain conditions, limitations or restrictions in connection with such approvals; (ii) the risk that that the Company relies on the arrangements with AB and/or Amber DWM to achieve substantially the same economic benefits of certain subsidiaries and the contracts as initially contemplated in the Merger Agreement, which may not be as effective as direct ownership and could lead to other adverse effect on the Company; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable transaction agreements; (iv) the risk that there may be a material adverse change with respect to the financial position, performance, operations or prospects of the Company, Amber DWM or the combined entity; (v) risks related to disruption of management time from ongoing business operations due to the Merger; (vi) the risk that any announcements relating to the Merger could have adverse effects on the market price of the Company's securities; (vii) the risk that the Merger and its announcement could have an adverse effect on the ability of Amber DWM or the combined entity to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; (viii) any changes in the business or operating prospects of Amber DWM and the combined entity or their businesses; (ix) changes in applicable laws and regulations; and (x) risks relating to Amber DWM's and the combined company's ability to enhance their services and products, execute their business strategy, expand their customer base and maintain stable relationship with their business partners. A further list and description of risks and uncertainties can be found in the proxy statement that was furnished to the SEC on December 19, 2024 by the Company in connection with the Merger, and other documents that the parties may file with or furnish to the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and the Company, Amber DWM and their respective subsidiaries and affiliates undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation. For investor and media inquiries, please contact: In Asia: In the United States:iClick Interactive Asia Group Limited Core IRCatherine Chau Tom CadenPhone: +852 3700 9100 Phone: +1-516-222-2560E-mail: ir@ E-mail: tomc@ View original content to download multimedia: SOURCE iClick Interactive Asia Group Limited Sign in to access your portfolio
