PART I [Key Information](index=8&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section outlines principal risks related to the company's business, controlling shareholder, and American Depositary Shares (ADSs) - The company operates as a Cayman Islands holding company, relying on subsidiary dividends for cash flow, which may be restricted[30](index=30&type=chunk)[40](index=40&type=chunk) - During FY2024, **US$25.1 million** was transferred from the holding company to subsidiaries, with no dividends declared or paid to date[31](index=31&type=chunk)[32](index=32&type=chunk) - The company is a "controlled company" under NYSE rules, allowing exemptions from certain corporate governance requirements due to its Controlling Shareholder's majority voting power[180](index=180&type=chunk) [Risk Factors](index=10&type=section&id=D.%20Risk%20Factors) This subsection details comprehensive business, financial, operational, and governance risks, including competition, liquidity, cybersecurity, and dual-class share structure - The company operates in multiple competitive industries, including digital financial services, media and entertainment, and hospitality, making future prospects difficult to evaluate[42](index=42&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk) - The ADSs trading price has been extremely volatile since its IPO, ranging from **US$2.40 to US$2,555.30**[185](index=185&type=chunk) - The dual-class share structure grants Class B shareholders **twenty votes per share** (vs. one for Class A), with AMTD IDEA Group holding **92.3% of aggregate voting power**[194](index=194&type=chunk)[195](index=195&type=chunk) - Strategic investments are concentrated in few industries and regions, with a fair value of **US$24.7 million** as of October 31, 2024[97](index=97&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) - The company faces cybersecurity risks from unauthorized access to sensitive information and is investing in protective measures against sophisticated attacks[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk) [Information on the Company](index=51&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This section details the company's history, business operations across digital solutions, media, and hotel segments, corporate structure, and regulatory frameworks - The company operates three main business lines: Digital Solutions Services, Media and Entertainment Services, and Hotel Operations, Hospitality and VIP Services[238](index=238&type=chunk)[239](index=239&type=chunk) - In October 2024, the company acquired a controlling stake in World Media and Entertainment Universal Inc. (WM&E), consolidating L'Officiel and The Art Newspaper businesses[235](index=235&type=chunk) - The company owns majority interests in two hotel properties in Hong Kong and Singapore, plus a luxury property in New York[382](index=382&type=chunk)[384](index=384&type=chunk)[386](index=386&type=chunk) - Key agreements with the Controlling Shareholder, including Master Transaction, Transitional Services, and Non-competition Agreements, govern their ongoing relationship and business scope[360](index=360&type=chunk)[361](index=361&type=chunk)[368](index=368&type=chunk) [Operating and Financial Review and Prospects](index=75&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section analyzes the company's financial performance, reporting **US$22.8 million** revenue and **US$41.7 million** net profit in FY2024, highlighting revenue mix shifts and cash flow Financial Performance Summary (FY 2024 vs FY 2023) | Financial Metric | FY ended Oct 31, 2024 (US$M) | FY ended Apr 30, 2023 (US$M) | Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | 22.8 | 33.1 | -31.1% | | *Digital Solutions Services* | 3.4 | 29.6 | -88.5% | | *Hotel Operations* | 19.4 | 2.2 | +781.8% | | **Net Profit** | 41.7 | 40.8 | +2.2% | | **Changes in Fair Value (FVTPL)** | (3.0) | 15.4 | - | | **Other Gains and Losses** | 37.0 | 0.2 | +18400% | - The significant increase in 'Other gains and losses' to **US$37.0 million** in FY2024 was primarily due to the disposal of certain digital solution and hotel operation subsidiaries[442](index=442&type=chunk)[839](index=839&type=chunk) - Net cash used in investing activities was **US$75.5 million** in FY2024, primarily due to **US$89.5 million** advances to AMTD Group for intra-group treasury fund allocation[489](index=489&type=chunk) - As of October 31, 2024, the company held **US$27.9 million** in cash and equivalents and **US$257.6 million** in total bank borrowings[480](index=480&type=chunk)[481](index=481&type=chunk) [Directors, Senior Management and Employees](index=94&type=section&id=ITEM%206.%20DIRECTORS,%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section details the company's leadership, compensation, board structure, and employee count, including the CEO's rotating appointment and **US$0.4 million** aggregate compensation in FY2024 - The company's CEO is appointed by the executive management committee on a **6-month rotation basis**; the current CEO is Giampietro Baudo[504](index=504&type=chunk)[523](index=523&type=chunk) - Aggregate cash and benefits paid to directors and executive officers totaled **US$0.4 million** for FY2024[509](index=509&type=chunk) - The company had **196 employees** as of October 31, 2024, with hotel operations staff comprising **54.6%**[536](index=536&type=chunk)[538](index=538&type=chunk) - The AMTD SpiderNet Share Incentive Plan, approved in May 2021 for up to **6,500,000 ordinary shares**, has not yet granted any awards[513](index=513&type=chunk) [Major Shareholders and Related Party Transactions](index=101&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section details ownership structure and related party transactions, with AMTD IDEA Group holding **92.3%** voting power and managing centralized treasury functions Principal Shareholder Ownership | Shareholder | Class B Ordinary Shares | % of Beneficial Ownership | % of Aggregate Voting Power | | :--- | :--- | :--- | :--- | | AMTD IDEA Group | 46,902,440 | 37.2% | 92.3% | - The company charged its Controlling Shareholder **US$2.6 million** for digital solutions services in FY2024[548](index=548&type=chunk) - Centralized treasury functions are managed by the Controlling Shareholder, with **US$1.5 million** due from group companies as of October 31, 2024, down from **US$126.4 million** in April 2023[549](index=549&type=chunk) [Financial Information](index=103&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section confirms appended financial statements, absence of material legal proceedings, and future dividend intentions, with no significant changes since the audit date - The company is not currently party to any litigation, arbitration, or administrative proceedings with a material adverse effect on its business[553](index=553&type=chunk) - The company has not paid past dividends but intends to do so in the future, subject to board discretion and without a fixed policy[555](index=555&type=chunk) [Additional Information](index=104&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section details the company's dual-class share structure, Cayman Islands tax implications, and potential PFIC classification risk for U.S. holders - The company has a dual-class share structure, with Class B ordinary shares entitled to **twenty votes per share** versus one for Class A[567](index=567&type=chunk)[571](index=571&type=chunk) - The company is incorporated in the Cayman Islands, which currently levies no taxes on corporate profits, income, or capital gains[596](index=596&type=chunk) - There is a risk of the company being classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, potentially leading to adverse tax consequences for U.S. Holders[223](index=223&type=chunk)[603](index=603&type=chunk)[604](index=604&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=113&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section discusses the company's exposure to market risks, including foreign exchange, equity price, interest rate, and credit risks from receivables and AMTD Group amounts - The company is exposed to foreign exchange, equity price, interest rate, and credit risks from its operations, investments, and intercompany balances[625](index=625&type=chunk)[628](index=628&type=chunk)[630](index=630&type=chunk)[631](index=631&type=chunk) PART II [Material Modifications to the Rights of Security Holders and Use of Proceeds](index=117&type=section&id=ITEM%2014.%20MATERIAL%20MODIFICATIONS%20TO%20THE%20RIGHTS%20OF%20SECURITY%20HOLDERS%20AND%20USE%20OF%20PROCEEDS) This section details the use of **US$129.2 million** IPO net proceeds, with **US$7.1 million** used for business expansion and remaining funds for future applications and acquisitions - The company raised **US$129.2 million** in net proceeds from its July 2022 IPO[644](index=644&type=chunk) - As of October 31, 2024, **US$7.1 million** of IPO proceeds have been used for business expansion and general corporate purposes[645](index=645&type=chunk) [Controls and Procedures](index=117&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) This section confirms management's conclusion that disclosure controls and internal control over financial reporting were effective as of October 31, 2024 - Management concluded that the company's disclosure controls and procedures were effective as of October 31, 2024[646](index=646&type=chunk) - Management concluded that internal control over financial reporting was effective as of October 31, 2024, based on the COSO framework[648](index=648&type=chunk) [Other Information](index=118&type=section&id=ITEM%2016.%20Other%20Information) This section covers auditor changes, share repurchase programs, reliance on governance exemptions, and the company's cybersecurity risk management framework - Effective June 24, 2024, Assentsure PAC replaced Deloitte Touche Tohmatsu as the independent registered public accounting firm, aligning with auditor rotation policy[661](index=661&type=chunk) - The company completed two share repurchase programs in FY2024, with authorized amounts of **US$50 million** (extended from **US$30 million**) and **US$20 million**[658](index=658&type=chunk)[659](index=659&type=chunk)[660](index=660&type=chunk) - The company follows Cayman Islands home country practices, differing from NYSE listing standards regarding board committee size and shareholder approval for share issuances[664](index=664&type=chunk) - The company's cybersecurity risk management framework involves board oversight and a management-level taskforce for daily management and policy formulation[670](index=670&type=chunk)[673](index=673&type=chunk)[674](index=674&type=chunk) Financial Statements [Consolidated Financial Statements](index=126&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements present the company's financial position and performance, reflecting **US$502.9 million** total assets and **US$158.8 million** total equity in FY2024, following significant restructuring Consolidated Statement of Profit or Loss (Year ended Oct 31, 2024) | Item | Amount (US$ thousands) | | :--- | :--- | | Revenue from contracts with customers | 22,814 | | Total revenue (incl. other items) | 20,445 | | **Profit before tax** | **42,460** | | Income tax expense | (785) | | **Profit for the year** | **41,675** | | Total comprehensive income | 46,621 | Consolidated Statement of Financial Position (as of Oct 31, 2024) | Item | Amount (US$ thousands) | | :--- | :--- | | **Total Assets** | **502,931** | | Non-current assets | 418,379 | | Current assets | 84,552 | | **Total Liabilities** | **344,172** | | Current liabilities | 162,643 | | Non-current liabilities | 181,529 | | **Total Equity** | **158,759** | Consolidated Statement of Cash Flows (Year ended Oct 31, 2024) | Item | Amount (US$ thousands) | | :--- | :--- | | Net cash from operating activities | 4,245 | | Net cash used in investing activities | (75,528) | | Net cash used in financing activities | (35,812) | | **Net decrease in cash and cash equivalents** | **(107,095)** | | Cash and cash equivalents at end of year | 27,861 | - In February 2023, the company acquired a **96.1%** equity interest in WME Assets, accounted for as a business combination under common control[846](index=846&type=chunk) - In October 2024, the company acquired a controlling stake in World Media and Entertainment Universal Inc. (WM&E), consolidating 'L'Officiel' and 'The Art Newspaper' businesses under common control[853](index=853&type=chunk)[855](index=855&type=chunk)

Core Insights - Xiao-I Corporation has entered a strategic agreement with a Hong Kong public sector client, expected to generate initial revenue of approximately 8 million Hong Kong dollars [1][4] - The collaboration will utilize Xiao-I's proprietary HuaZang Large Language Model (LLM) to enhance the client's HR operations through AI-driven transformation [1][2] - The agreement follows a "Model-as-a-Service" (MaaS) framework, providing a predictable and scalable revenue stream for Xiao-I [3] Company Overview - Xiao-I Corporation is a leading cognitive intelligence enterprise in China, specializing in artificial intelligence solutions including natural language processing, voice and image recognition, and machine learning [4] - The company has developed a diverse portfolio of cognitive intelligence technologies since its inception in 2001, aimed at promoting industrial digitization and intelligent upgrading [4]

[Explanatory Note](index=7&type=section&id=Explanatory%20Note) [Change of Fiscal Year and Reporting Basis](index=7&type=section&id=Change%20of%20Fiscal%20Year%20and%20Reporting%20Basis) The company changed its fiscal year end to October 31 and its accounting basis from IFRS to U.S. GAAP - The board of directors approved a change of fiscal year end from April 30 to October 31 to realign with the controlling shareholder, AMTD Group Inc[12](index=12&type=chunk) - This report covers the **six-month transition period** from May 1, 2023, to October 31, 2023[13](index=13&type=chunk) - The company changed its accounting basis from IFRS to **U.S. GAAP**, with consolidated financial statements restated accordingly[9](index=9&type=chunk)[21](index=21&type=chunk) [Part I](index=9&type=section&id=Part%20I) [Operating and Financial Review and Prospects](index=9&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) The company's performance reflects a strategic shift in digital solutions, with lower revenue but higher profit due to investment gains [Operating Results Overview](index=9&type=section&id=5.1%20Operating%20Results%20Overview) Revenue decreased to $8.7 million while net profit surged to $30.8 million for the six months ended October 31, 2023 Financial Performance Summary (in millions USD) | Period | Revenue | Net Profit | | :--- | :--- | :--- | | FY 2021 (ended Apr 30) | $25.3 | $22.1 | | FY 2022 (ended Apr 30) | $25.3 | $25.8 | | FY 2023 (ended Apr 30) | $33.1 | $40.8 | | 6M 2022 (ended Oct 31) | $13.9 | $10.7 | | 6M 2023 (ended Oct 31) | $8.7 | $30.8 | - The company's business spans digital solutions services, digital media, content and marketing, digital investments, and hotel operation, hospitality, and VIP services[22](index=22&type=chunk) [Key Factors Affecting Results](index=9&type=section&id=5.2%20Key%20Factors%20Affecting%20Results) Performance is driven by macroeconomic conditions, digital service adoption, market expansion, competition, and talent retention - **Global macroeconomic challenges**, such as geopolitical tensions, inflation, and potential recessions, materially affect client demand and financial markets[24](index=24&type=chunk)[25](index=25&type=chunk) - Business growth is dependent on the **rate of adoption of digital financial services in Asia**, which was accelerated by the COVID-19 pandemic[27](index=27&type=chunk) - Future success relies on **expanding into new markets** by obtaining necessary financial licenses and continuously introducing new products and services[29](index=29&type=chunk)[30](index=30&type=chunk) - The hospitality business is **highly competitive and seasonal**, requiring strong brand reputation and service quality to succeed[31](index=31&type=chunk)[32](index=32&type=chunk) [Results of Operations Analysis](index=13&type=section&id=5.3%20Results%20of%20Operations%20Analysis) A detailed comparison shows decreased revenue but increased profit in the latest six-month period due to non-operating gains Revenue by Segment (Six Months Ended Oct 31) | Segment | 2022 (US$ thousands) | 2023 (US$ thousands) | Change | | :--- | :--- | :--- | :--- | | Digital solutions - non financial | 12,822 | 1,278 | -90.0% | | Digital solutions - financial | 580 | 486 | -16.2% | | Digital media, content, marketing | 516 | 27 | -94.8% | | Hotel operations, hospitality, VIP | - | 6,882 | New | | **Total** | **13,918** | **8,673** | **-37.7%** | - **6M 2023 vs 6M 2022:** Profit increased from $10.7M to $30.8M, primarily due to a **$16.3M gain on financial assets (FVTPL)** and a **$14.7M gain on the disposal of subsidiaries**[63](index=63&type=chunk)[69](index=69&type=chunk)[71](index=71&type=chunk) - **FY 2023 vs FY 2022:** Revenue increased from $25.3M to $33.1M, driven by growth in the non-financial digital solutions segment and the acquisition of the hotel operations business in February 2023[76](index=76&type=chunk)[77](index=77&type=chunk) - **FY 2022 vs FY 2021:** Revenue remained stable at $25.3M, while profit increased from $22.1M to $25.8M, mainly due to a significant increase in fair value gains on financial assets at FVTPL, which rose from $9.1M to $16.9M[91](index=91&type=chunk)[94](index=94&type=chunk)[99](index=99&type=chunk) [Segment Information](index=14&type=section&id=5.4%20Segment%20Information) The new Hotel Operations segment led revenue, while the Digital Media segment was most profitable due to investment gains Segment Results (Six Months Ended Oct 31, 2023 vs 2022, in millions USD) | Segment | Revenue 2023 | Result 2023 | Revenue 2022 | Result 2022 | | :--- | :--- | :--- | :--- | :--- | | Digital Solutions - Non Financial | $1.3 | $0.5 | $12.8 | $9.9 | | Digital Solutions - Financial | $0.5 | ($0.7) | $0.6 | $0.04 | | Hotel Operations, Hospitality & VIP | $6.9 | ($2.2) | - | - | | Digital Media, Content & Marketing | $0.03 | $16.1 | $0.5 | $3.4 | - The decrease in revenue and profit for the **Digital Solutions (Non-Financial) segment** was due to a strategic focus on generating long-term value from acquired IP titles and reengineering partner relationships[55](index=55&type=chunk) - The **Hotel Operations segment** was acquired in February 2023 and contributed **$6.9 million in revenue** for the six months ended October 31, 2023[57](index=57&type=chunk) [Liquidity and Capital Resources](index=24&type=section&id=5.5%20Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with $134.8 million in cash and believes it has sufficient capital for the next 12 months - As of October 31, 2023, the company held **US$134.8 million in cash and cash equivalents**[101](index=101&type=chunk) - Total bank borrowings were **US$65.6 million** as of October 31, 2023, with one loan of US$50.6 million secured by a hotel property and another unsecured loan of US$15.0 million[102](index=102&type=chunk) Summary of Cash Flows (Six Months Ended Oct 31, 2023 vs 2022, in millions USD) | Cash Flow Activity | 6M 2023 | 6M 2022 | | :--- | :--- | :--- | | Net cash from operating activities | $21.4 | ($0.7) | | Net cash used in investing activities | ($36.0) | ($3.7) | | Net cash used in financing activities | ($4.0) | $128.9 | - **Net cash from operating activities** for the six months ended Oct 31, 2023 was **US$21.4 million**, a significant improvement from a use of cash in the prior period, primarily driven by profit before tax adjusted for non-cash items[106](index=106&type=chunk) [Financial Information](index=28&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section confirms the consolidated financial statements are appended and that no material litigation is ongoing - The company's consolidated financial statements are included as part of the transition report[122](index=122&type=chunk) - The company is not currently involved in any legal proceedings that are expected to have a **material adverse effect** on its business, financial condition, or results of operations[123](index=123&type=chunk) [Part II](index=29&type=section&id=Part%20II) [Defaults, Dividend Arrearages and Delinquencies](index=29&type=section&id=ITEM%2013.%20DEFAULTS%2C%20DIVIDEND%20ARREARAGES%20AND%20DELINQUENCIES) The company reports no defaults, dividend arrearages, or delinquencies - None reported[126](index=126&type=chunk) [Material Modifications to the Rights of Security Holders and Use of Proceeds](index=29&type=section&id=ITEM%2014.%20MATERIAL%20MODIFICATIONS%20TO%20THE%20RIGHTS%20OF%20SECURITY%20HOLDERS%20AND%20USE%20OF%20PROCEEDS) No modifications to security holder rights have occurred, and $20.6 million of the $129.2 million in IPO proceeds have been used - There have been **no material modifications** to the rights of security holders[126](index=126&type=chunk) - The company raised **US$129.2 million in net proceeds** from its initial public offering in July 2022[128](index=128&type=chunk) - From the IPO date to October 31, 2023, approximately **US$20.6 million** of the net proceeds have been used for business expansion and general corporate purposes[129](index=129&type=chunk) [Part III](index=30&type=section&id=Part%20III) [Financial Statements (Item 17)](index=30&type=section&id=ITEM%2017.%20FINANCIAL%20STATEMENTS) The company has elected to provide more comprehensive financial statements under Item 18 - The company elected to provide financial statements under **Item 18**[130](index=130&type=chunk) [Financial Statements (Item 18)](index=30&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) The consolidated financial statements, prepared under U.S. GAAP, are included at the end of this transition report - The consolidated financial statements are included at the end of the transition report[131](index=131&type=chunk) [Exhibits](index=30&type=section&id=ITEM%2019.%20EXHIBITS) This section lists all exhibits filed with the transition report, including corporate documents, agreements, and certifications - A comprehensive list of exhibits is provided, including foundational corporate documents, material contracts, and required certifications[132](index=132&type=chunk)[133](index=133&type=chunk) [Financial Statements](index=33&type=section&id=Financial%20Statements) [Consolidated Statements of Profit or Loss and Other Comprehensive Income](index=34&type=section&id=Consolidated%20Statements%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The company reported a profit of $30.8 million on $8.7 million revenue for the six months ended October 31, 2023 Key P&L Items (in thousands USD) | Item | FY 2023 | 6M ended Oct 31, 2023 | | :--- | :--- | :--- | | Revenue | 33,066 | 8,673 | | Changes in fair value on financial assets (FVTPL) | 15,386 | 16,279 | | Other gains and losses, net | 153 | 14,342 | | **Profit for the period** | **40,813** | **30,786** | | Basic Earnings Per Share (US$) | 0.57 | 0.42 | [Consolidated Statements of Financial Positions](index=35&type=section&id=Consolidated%20Statements%20of%20Financial%20Positions) As of October 31, 2023, the company had total assets of $537.5 million and total equity of $378.2 million Financial Position Summary (as of Oct 31, 2023 vs Apr 30, 2023, in thousands USD) | Item | Oct 31, 2023 | Apr 30, 2023 | | :--- | :--- | :--- | | **Total Assets** | **537,497** | **483,608** | | Cash and cash equivalents | 134,843 | 152,930 | | Amount due from AMTD Group | 195,278 | 126,444 | | Assets classified as held for sale | 77,045 | 12,081 | | **Total Liabilities** | **159,301** | **140,574** | | Bank borrowings | 65,565 | 65,803 | | **Total Equity** | **378,196** | **343,034** | [Notes to the Consolidated Financial Statements](index=42&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail accounting policies, segment performance, acquisitions, share capital, and related party transactions - **Note 2 (Basis of Preparation):** The financial statements were prepared under **U.S. GAAP**, transitioning from IFRS[160](index=160&type=chunk)[162](index=162&type=chunk) - **Note 14 (Acquisitions):** In February 2023, the company acquired a **96.1% interest in AMTD Assets**, which holds a global property portfolio, in a non-cash transaction accounted for as a business combination under common control[313](index=313&type=chunk)[315](index=315&type=chunk) - **Note 26 (Share Capital):** In July 2022, the company issued 7,360,000 Class A ordinary shares in its IPO, raising net proceeds of **$129.2 million**, and also repurchased 616,346 Class B ordinary shares from its immediate holding company for $318.9 million during FY 2023[383](index=383&type=chunk) - **Note 29 (Related Parties):** The Group has significant balances with its ultimate holding company, AMTD Group; as of Oct 31, 2023, the amount due from AMTD Group was **$195.3 million**, which is unsecured and bears interest at 2% per annum[405](index=405&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 Commission File Number: 001-40463 AMTD Digital Inc. (Translation of registrant's name into English) 66 rue Jean-Jacques Rousseau 75001 Paris France (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or ...

Core Viewpoint - AMTD Digital Inc. has authorized a new share repurchase program allowing the company to repurchase up to US$20 million of its shares until the end of the first quarter of 2024 [1] Group 1: Share Repurchase Program - The share repurchase program will be executed in accordance with the Securities Exchange Act of 1934 and the company's insider trading policies [1] - Repurchases may occur in the open market, privately negotiated transactions, block trades, or other legally permissible means, depending on market conditions [2] - The board of directors will periodically review the program and may adjust its terms and size [2] Group 2: Company Overview - AMTD Digital Inc. is a comprehensive digital solutions platform headquartered in France, operating four main business lines: digital solutions services, digital media, content and marketing services, and digital investments [3] - The company is a key component of the AMTD SpiderNet ecosystem, integrating various digital businesses within its framework [3]

[Form 6-K Report](index=1&type=section&id=Form%206-K%20Report) [Share Repurchase Program Announcement](index=2&type=section&id=Share%20Repurchase%20Program%20Announcement) AMTD Digital Inc. announced a share repurchase program via a Form 6-K filing, with details provided in an attached press release - AMTD Digital Inc. has announced a share repurchase program, disclosed via a press release filed as Exhibit 99.1[2](index=2&type=chunk) Share Repurchase Program Details | Program Detail | Value | | :------------------ | :-------------- | | Authorized Amount | US$30 million | - The report was signed by Director Dr. Feridun Hamdullahpur and filed on August 23, 2023[3](index=3&type=chunk)

PART I [Key Information](index=10&type=section&id=ITEM%203.%20KEY%20INFORMATION) The company faces significant risks from its China/Hong Kong operations, business model, controlling shareholder, and ADS volatility [Risk Factors](index=10&type=section&id=D.%20Risk%20Factors) Key risks stem from China/HK regulations, a nascent business model, reliance on the AMTD ecosystem, and extreme ADS price volatility - The company identifies significant risks related to **PRC government intervention and potential U.S. delisting** under the HFCAA due to PCAOB inspection issues[16](index=16&type=chunk)[17](index=17&type=chunk)[27](index=27&type=chunk) - Business operations are concentrated in the emerging digital financial services industry with a **limited operating history**, particularly in its main revenue source, the SpiderNet ecosystem[29](index=29&type=chunk)[59](index=59&type=chunk) - As a **"controlled company"**, potential conflicts of interest arise from its parent, AMTD Group, and a dual-class share structure limits public ADS holder voting power[176](index=176&type=chunk)[177](index=177&type=chunk)[191](index=191&type=chunk) - The ADS trading price has shown **extreme volatility**, ranging from US$12.05 to US$2,555.30 since its July 2022 IPO[182](index=182&type=chunk) [Information on the Company](index=51&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) The company operates a digital solutions platform in Asia across four business lines, acting as the core of the AMTD SpiderNet ecosystem [History and Development of the Company](index=51&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Incorporated in 2019, the company consolidated businesses from AMTD Group, became majority-owned by AMTD IDEA, and listed on the NYSE in July 2022 - The company was formed via a 2019 restructuring, carving out businesses from its **Controlling Shareholder, AMTD Group**[233](index=233&type=chunk) - **AMTD IDEA Group acquired a majority stake** in February 2022, now owning 87.6% of issued shares and 99.3% of total voting power[235](index=235&type=chunk) - The company's ADSs began trading on the NYSE on **July 15, 2022**, under the ticker symbol "HKD"[236](index=236&type=chunk) [Business Overview](index=52&type=section&id=B.%20Business%20Overview) The business comprises four core segments, with the SpiderNet ecosystem being a key revenue driver and strategy under extensive regulation - The business is built on four pillars: **Digital Financial Services, SpiderNet Ecosystem Solutions, Digital Media, Content, and Marketing, and Digital Investments**[238](index=238&type=chunk) - The company is connected to **Airstar Bank**, a Hong Kong virtual bank, and plans a digital wholesale bank in Singapore[242](index=242&type=chunk)[245](index=245&type=chunk) - A **controlling interest in PolicyPal**, a Singapore digital insurance platform, was acquired in August 2020[253](index=253&type=chunk)[255](index=255&type=chunk) - The **SpiderNet Ecosystem Solutions business is a primary revenue driver**, providing exclusive network access for a membership fee[261](index=261&type=chunk)[262](index=262&type=chunk) - The company operates under **stringent regulatory frameworks in Singapore (MAS) and Hong Kong (HKIA)** for its various activities[288](index=288&type=chunk)[376](index=376&type=chunk) [Corporate Structure](index=83&type=section&id=C.%20Corporate%20Structure) The company is a holding company controlled by AMTD IDEA Group through a layered structure governed by several inter-company agreements - AMTD Digital is controlled by AMTD IDEA Group, which is **50.6% owned by AMTD Group Company Limited**, creating a layered control structure[396](index=396&type=chunk)[397](index=397&type=chunk) - A **Master Transaction Agreement** governs liability allocation and investment referrals with the Controlling Shareholder[399](index=399&type=chunk)[404](index=404&type=chunk) - A **Transitional Services Agreement** ensures the provision of corporate support services from the Controlling Shareholder post-IPO[407](index=407&type=chunk)[411](index=411&type=chunk) - A **Non-Competition Agreement** prevents business competition between the company and its Controlling Shareholder[412](index=412&type=chunk)[413](index=413&type=chunk) [Property, Plants and Equipment](index=88&type=section&id=D.%20Property%2C%20Plants%20and%20Equipment) The company's principal executive offices in Hong Kong are leased and shared by its Controlling Shareholder - The company's main offices are **leased by its Controlling Shareholder**, not directly by the company itself[417](index=417&type=chunk) [Operating and Financial Review and Prospects](index=88&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) FY2022 saw flat revenue but higher profit due to fair value gains, with liquidity sourced from operations and its controlling shareholder [Operating Results](index=88&type=section&id=A.%20Operating%20Results) FY2022 profit rose to HK$201.4 million on flat revenue, driven by fair value gains, while expenses increased due to growth and IPO costs Consolidated Results of Operations (Fiscal Years 2020-2022) | | 2020 (HK$ in thousands) | 2021 (HK$ in thousands) | 2022 (HK$ in thousands) | 2022 (US$ in thousands) | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | **167,547** | **195,816** | **196,958** | **25,101** | | Changes in fair value on financial assets at FVTPL | 43,592 | 70,291 | 132,032 | 16,827 | | Employee benefits expense | (15,168) | (48,026) | (72,426) | (9,230) | | Legal and professional fee | (1,952) | (6,850) | (23,456) | (2,989) | | **Profit before tax** | **182,047** | **196,252** | **225,010** | **28,676** | | Income tax expense | (23,715) | (24,611) | (23,614) | (3,009) | | **Profit for the year** | **158,332** | **171,641** | **201,396** | **25,667** | Revenue by Business Segment (Fiscal Years 2020-2022) | Segment | 2020 (HK$ in thousands) | 2021 (HK$ in thousands) | 2022 (HK$ in thousands) | % of Total 2022 Revenue | | :--- | :--- | :--- | :--- | :--- | | Digital financial services | 9,869 | 11,721 | 11,798 | 6.0% | | SpiderNet ecosystem solutions | 157,678 | 184,095 | 184,627 | 93.7% | | Corporate | — | — | 533 | 0.3% | | **Total** | **167,547** | **195,816** | **196,958** | **100.0%** | - The increase in profit for FY2022 was largely driven by a **realized gain of HK$130.6 million** from the disposal of 'Investment I'[452](index=452&type=chunk)[456](index=456&type=chunk) - A significant portion of income is derived from a limited number of clients, with the **top five clients accounting for 43.6% of total revenue** in FY2022[89](index=89&type=chunk) [Liquidity and Capital Resources](index=101&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company maintains liquidity through operations and its parent, with no debt and sufficient cash despite large intra-group transfers Summary of Cash Flows (Fiscal Years 2021-2022) | | 2021 (HK$ in thousands) | 2022 (HK$ in thousands) | 2022 (US$ in thousands) | | :--- | :--- | :--- | :--- | | Net cash generated from operating activities | 82,901 | 79,891 | 10,182 | | Net cash (used in)/from investing activities | 128,167 | (382,986) | (48,810) | | Net cash from financing activities | 7,894 | — | — | | **Cash and cash equivalents at end of the year** | **416,420** | **112,516** | **14,340** | - As of April 30, 2022, the company held **HK$112.5 million (US$14.3 million) in cash** and had no total indebtedness[490](index=490&type=chunk) - A significant use of cash was a **net outflow of HK$372.5 million to AMTD Group**, reflecting a centralized treasury function[499](index=499&type=chunk)[569](index=569&type=chunk) [Critical Accounting Estimates](index=104&type=section&id=E.%20Critical%20Accounting%20Estimates) Critical accounting estimates involve significant judgment in the fair value measurement of Level 3 assets and impairment of goodwill - **Fair value measurement of unquoted equity instruments and movie income rights** are key estimation uncertainties as Level 3 assets[515](index=515&type=chunk)[818](index=818&type=chunk) - Determining potential **impairment of goodwill (HK$58.7 million) and intangible assets (HK$36.4 million)** requires significant estimation[817](index=817&type=chunk) [Directors, Senior Management and Employees](index=105&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) The company's leadership includes a six-member board, key executives, and 50 employees, with established governance committees - The board comprises six directors, with several holding **concurrent positions within the broader AMTD Group**[519](index=519&type=chunk)[526](index=526&type=chunk)[527](index=527&type=chunk) - For FY2022, aggregate cash compensation for directors and executive officers was **HK$7.2 million (US$0.9 million)**[530](index=530&type=chunk) - Governance committees have been established, but the **audit, compensation, and nominating committees each consist of only a single member**[541](index=541&type=chunk)[543](index=543&type=chunk)[544](index=544&type=chunk) - As of April 30, 2022, the company had **50 employees**, with 70% being frontline staff[553](index=553&type=chunk)[554](index=554&type=chunk) [Major Shareholders and Related Party Transactions](index=112&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) AMTD IDEA Group controls the company through super-voting shares, leading to significant related-party transactions and fund transfers - **AMTD IDEA Group is the principal shareholder**, holding 87.6% of beneficial ownership and 99.3% of the aggregate voting power[559](index=559&type=chunk)[560](index=560&type=chunk) - The company has a **dual-class share structure** where Class B shares, held by AMTD IDEA Group, have 20 votes per share[559](index=559&type=chunk) - In FY2022, the company had **significant related-party transactions**, including receiving HK$7.1 million in cost recharges and earning HK$12.8 million from services to an affiliate[566](index=566&type=chunk)[567](index=567&type=chunk) - **Significant intra-group fund transfers** occur, with HK$2,522.7 million (US$321.5 million) due from group companies as of April 30, 2022[569](index=569&type=chunk) [Financial Information](index=115&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) The company reports no material legal proceedings or significant post-balance sheet events and has no fixed dividend policy - The company is not a party to any **material litigation, arbitration, or administrative proceedings**[573](index=573&type=chunk) - **No dividends have been paid**, and future distributions are at the board's discretion without a fixed policy[575](index=575&type=chunk) [Additional Information](index=116&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section covers the dual-class share structure, anti-takeover provisions, tax implications, and potential PFIC status - The company's **dual-class share structure** gives Class B shares 20 votes per share versus one for Class A shares[586](index=586&type=chunk)[587](index=587&type=chunk) - The articles of association contain **anti-takeover provisions**, such as the board's authority to issue preferred shares[606](index=606&type=chunk) - The company does not expect to be classified as a **Passive Foreign Investment Company (PFIC)** but notes the risk depends on annual factual determination[226](index=226&type=chunk)[637](index=637&type=chunk) - There are **no foreign exchange control restrictions in Hong Kong** affecting the company's ability to remit profits or pay dividends[612](index=612&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=129&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) Primary market risks include equity price risk from unquoted securities and credit risk from related-party receivables - The company is exposed to **equity price risk** from its unquoted securities; a 3% price change would impact pre-tax profit by HK$2.6 million[657](index=657&type=chunk)[919](index=919&type=chunk) - **Foreign exchange risk is considered limited** due to the HKD-USD peg[654](index=654&type=chunk) - **Credit risk is concentrated** in receivables and amounts due from AMTD Group, which are monitored closely[659](index=659&type=chunk)[920](index=920&type=chunk) PART II [Material Modifications to the Rights of Security Holders and Use of Proceeds](index=131&type=section&id=ITEM%2014.%20MATERIAL%20MODIFICATIONS%20TO%20THE%20RIGHTS%20OF%20SECURITY%20HOLDERS%20AND%20USE%20OF%20PROCEEDS) The company reports no modifications to security holder rights and details the intended use of its US$130.4 million in IPO proceeds - The company raised **US$130.4 million in net proceeds** from its July 2022 IPO[668](index=668&type=chunk) - As of the report date, **none of the IPO proceeds have been used**, with funds earmarked for licenses, acquisitions, and IT[669](index=669&type=chunk) [Controls and Procedures](index=132&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) A material weakness in internal control over financial reporting was identified due to the lack of an internal audit function - A **material weakness in internal control** was identified as of April 30, 2022, due to the lack of an internal audit function[155](index=155&type=chunk)[674](index=674&type=chunk) - Remediation steps include **establishing an internal audit department** and hiring experienced personnel[674](index=674&type=chunk) - As an emerging growth company, it is **exempt from the auditor attestation requirement** on internal control over financial reporting[675](index=675&type=chunk) [Principal Accountant Fees and Services](index=134&type=section&id=ITEM%2016C.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) For FY2022, the company paid its principal accountant, Deloitte, HK$6.75 million in audit fees and HK$28,000 in tax fees Accountant Fees (Fiscal Years 2021-2022) | Fee Type | 2021 (HK$ in thousands) | 2022 (HK$ in thousands) | 2022 (US$ in thousands) | | :--- | :--- | :--- | :--- | | Audit Fees | 5,285 | 6,748 | 860 | | Tax Fees | 28 | 28 | 4 | PART III [Financial Statements](index=135&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section presents the audited IFRS consolidated financial statements for fiscal years 2020-2022 Consolidated Statement of Financial Position Highlights (as of April 30) | | 2021 (HK$ in thousands) | 2022 (HK$ in thousands) | | :--- | :--- | :--- | | **Total Assets** | **3,067,071** | **3,221,646** | | Non-current assets | 408,811 | 245,353 | | Current assets | 2,658,260 | 2,976,293 | | **Total Liabilities** | **173,849** | **118,194** | | Current liabilities | 135,787 | 107,106 | | Non-current liabilities | 38,062 | 11,088 | | **Total Equity** | **2,893,222** | **3,103,452** | Consolidated Statement of Profit or Loss Highlights (for the year ended April 30) | | 2020 (HK$ in thousands) | 2021 (HK$ in thousands) | 2022 (HK$ in thousands) | | :--- | :--- | :--- | :--- | | Revenue | 167,547 | 195,816 | 196,958 | | Profit before tax | 182,047 | 196,252 | 225,010 | | **Profit for the year** | **158,332** | **171,641** | **201,396** | - The financial statements were audited by **Deloitte Touche Tohmatsu**, which confirmed they conform with IFRS[697](index=697&type=chunk)[700](index=700&type=chunk)