Exhibit 99.1

 

AMENDMENT

 

This AMENDMENT, dated as of October 16, 2026 (this “Amendment”), is entered into by and among (i) Amber International Holding Limited, an exempted company incorporated in the Cayman Islands (“AMBR”, formerly known as iClick Interactive Asia Group Limited), (ii) Amber DWM Holding Limited, an exempted company incorporated in the Cayman Islands (“Amber DWM”), (iii) Amber Global Limited, an exempted company incorporated in the Cayman Islands (“AB”), and (iv) WhaleFin Technologies Limited (“WFTL”), a company incorporated in the Republic of Seychelles.

 

WHEREAS, AMBR, Overlord Merger Sub Ltd., an exempted company incorporated in the Cayman Islands (“Merger Sub”), and Amber DWM entered into an Agreement and Plan of Merger, dated November 29, 2024 (as amended hereby and from time to time, the “Merger Agreement”), pursuant to which Merger Sub merged with and into Amber DWM, with Amber DWM surviving the merger and succeeding to Merger Sub’s rights and obligations;

 

WHEREAS, AMBR, Merger Sub, Amber DWM, AB and WFTL entered into that certain Amendment, Waiver and Framework Agreement, dated March 12, 2025 (the “Original Agreement”, as amended hereby and from time to time, the “Framework Agreement”); capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Agreement;

 

WHEREAS, the Original Agreement sets out certain terms and conditions relating to the proposed acquisition by Amber DWM of 100% of the equity interests in WhaleFin Markets Limited (“WhaleFin HK”), a company incorporated in Hong Kong, from AB (the “WhaleFin HK Equity Transfer”); and

 

WHEREAS, the parties hereto desire to amend the Original Agreement on the terms set forth herein.

 

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

 

1.             Termination of WhaleFin HK Equity Transfer. The parties hereto acknowledge and confirm that, effective as of the date of this Amendment, all rights and obligations relating to the WhaleFin HK Equity Transfer under the Original Agreement and the Merger Agreement shall automatically terminate, and no party shall be required to take any action to effect or implement the WhaleFin HK Equity Transfer. Each party hereby fully and irrevocably releases the other parties from any further obligations, liabilities, claims, or responsibilities arising out of, relating to, or in connection with the WhaleFin HK Equity Transfer.

 

2.             Termination of Related Contractual Arrangements. The parties hereto acknowledge and confirm that, unless otherwise agreed in writing by the relevant parties after the date of this Amendment, all contracts, agreements, covenants, undertakings and other arrangements contemplated by, entered into pursuant to, or otherwise arising under the Framework Agreement or the Merger Agreement that relate to the WhaleFin HK Equity Transfer or WhaleFin HK shall terminate as of the date of this Amendment and shall thereafter be of no further force or effect.

 

 

 

3.             No Other Amendment. The parties hereto acknowledge and confirm that, except as expressly provided in this Amendment, the Framework Agreement and the Merger Agreement shall remain unchanged and in full force and effect in accordance with their respective terms, and no provision thereof shall be deemed amended, modified or waived by virtue of this Amendment.

 

4.             Miscellaneous. Section 7 (Miscellaneous) of the Original Agreement is hereby incorporated into this Amendment mutatis mutandis as if set forth in full herein.

 

[Signature Page Follows]

 

 

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

 

Amber International Holding Limited

   
  By: /s/ Michael Wu
    Name: Michael Wu
    Title: Chairman of the Board of Directors and Chief Executive Officer

 

Signature Page to Amendment

 

 

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

 

Amber DWM Holding Limited

   
  By: /s/ Michael Wu
    Name: Michael Wu
    Title: Director

 

Signature Page to Amendment

 

 

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

 

Amber Global Limited

   
  By: /s/ Thomas Zhu
    Name: Thomas Zhu
    Title: Director

 

Signature Page to Amendment

 

 

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

 

WhaleFin Technologies Limited

   
  By: /s/ Sotirios Kavvathas
    Name: Sotirios Kavvathas
    Title: Director

 

Signature Page to Amendment