AMTD Group Inc., AMTD IDEA Group, and The Generation Essentials Group filed a Schedule 13D Amendment No. 3 with the SEC disclosing their beneficial ownership positions in AMTD Digital Inc. following a share issuance event on November 2, 2026.

Key Highlights

  • 62.3% beneficial ownership: Both AMTD Group Inc. and AMTD IDEA Group each reported beneficial ownership of 81,721,487 ordinary shares of AMTD Digital Inc., representing 62.3% of the class.
  • 94.4% voting power: The 81,721,487 shares held by AMTD IDEA Group represent 94.4% of the total outstanding voting power of AMTD Digital's ordinary shares, according to the filing.
  • Triggering event on November 2, 2026: The event requiring this amendment was the issuance of 198,630,381 Consideration Shares described in Item 4 of the filing, completed on November 2, 2026.
  • Share composition: AMTD Digital's total issued and outstanding ordinary shares as of November 2, 2026 consisted of 83,803,282 Class A ordinary shares and 47,354,671 Class B ordinary shares, for a total of 131,157,953 shares.
  • 26.6% class stake for Generation Essentials: The Generation Essentials Group separately reported beneficial ownership of 34,819,047 Class A ordinary shares, representing 26.6% of the class and 3.4% of total voting power.
  • Dual-class vote structure: Each Class B ordinary share carries twenty votes per share, while each Class A ordinary share carries one vote per share, according to the filing.

AMTD Group and AMTD IDEA Group Ownership Structure in AMTD Digital After November 2026 Share Issuance

According to Amendment No. 3 to the Schedule 13D, three reporting persons - AMTD Group Inc. (organized in the British Virgin Islands), AMTD IDEA Group (organized in the Cayman Islands), and The Generation Essentials Group (organized in the Cayman Islands) - disclosed their beneficial ownership positions in AMTD Digital Inc. following the issuance of 198,630,381 Consideration Shares on November 2, 2026. The filing identifies Samuel Chau, located at 66 rue Jean-Jacques Rousseau, Paris, France, as the person authorized to receive notices and communications.

The filing states that AMTD IDEA Group directly holds 46,902,440 Class B ordinary shares, convertible at any time into an equal number of Class A ordinary shares, while Wonderful Time with Co. Ltd. - described as a wholly-owned subsidiary of The Generation Essentials Group - directly holds 34,819,047 Class A ordinary shares. Together, these positions account for the 81,721,487 aggregate shares reported by both AMTD Group Inc. and AMTD IDEA Group. The filing further discloses that AMTD Group Inc. holds 33.2% of the issued and outstanding share capital of AMTD IDEA Group, representing 46.7% of the total outstanding voting power of AMTD IDEA Group's ordinary shares.

Regarding The Generation Essentials Group, the filing states that AMTD IDEA Group beneficially owns 95.6% of its issued and outstanding share capital, representing 96.7% of its total outstanding voting power, following the November 2, 2026 share issuance. The filing also states that the Issuer itself beneficially owns 88.2% of The Generation Essentials Group's issued and outstanding share capital, representing 91.1% of its total outstanding voting power. The Generation Essentials Group's total issued and outstanding ordinary shares are reported as 247,091,451, consisting of 242,805,540 Class A ordinary shares and 4,285,911 Class B ordinary shares, excluding preferred shares.

What Was Disclosed

Three reporting persons filed a Schedule 13D amendment disclosing beneficial ownership in AMTD Digital Inc. triggered by the issuance of 198,630,381 Consideration Shares on November 2, 2026, with AMTD Group Inc. and AMTD IDEA Group each reporting 62.3% ownership of the class and 94.4% of total voting power.