UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AMTD DIGITAL INC.
(Name of Issuer)
Class A ordinary shares, par value US$0.0001 per share
(Title of Class of Securities)
00180N 101
(CUSIP Number)
September 30, 2024
(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) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 00180N 101 |
| 1 | Names of Reporting Persons
|
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
|
| 3 | SEC Use Only
|
| 4 | Citizenship or Place of Organization
|
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
0
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
0
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11 | Percent of Class Represented by Amount in Row (9)
|
| 12 | Type of Reporting Person
IN
|
2
| CUSIP No. 00180N 101 |
| 1 | Names of Reporting Persons
|
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
|
| 3 | SEC Use Only
|
| 4 | Citizenship or Place of Organization
|
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
0
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
0
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11 | Percent of Class Represented by Amount in Row (9)
|
| 12 | Type of Reporting Person
CO
|
3
| Item 1(a). | Name of Issuer: |
AMTD Digital Inc. (the “Company”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
66 rue Jean-Jacques Rousseau
75001 Paris
France
| Item 2(a). | Name of Person Filing: |
Calvin Choi; and
Infinity Power Investments Limited.
| Item 2(b). | Address of Principal Business Office, or, if none, Residence: |
694 Meadowsweet Ave
Waterloo
Canada
| Item 2(c). | Citizenship: |
Calvin Choi: Canada; and
Infinity Power Investments Limited: British Virgin Islands.
| Item 2(d). | Title of Class of Securities: |
Class A ordinary shares, par value US$0.0001 per share.
The Company’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares, each with par value of US$0.0001 per share. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights and voting rights. Each Class B ordinary share is convertible at the option of the holder at any time into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance. Each Class B ordinary share is entitled to twenty votes per share, whereas each Class A ordinary share is entitled to one vote per share.
| Item 2(e). | CUSIP No.: |
00180N 101.
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check whether the persons filing is a: |
Not applicable.
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| Item 4. | Ownership: |
The responses to questions 5 through 9 and 11 on the cover page(s) are incorporated by reference into this Item 4.
| Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
| Item 6. | Ownership of More than Five 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.
| Item 8. | Identification and Classification of Members of the Group: |
Not applicable.
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
| Item 10. | Certifications: |
Not applicable.
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LIST OF EXHIBITS
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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.
Dated: November 14, 2024
Calvin Choi | ||
/s/ Calvin Choi | ||
Infinity Power Investments Limited | ||
| By: | /s/ Feridun Hamdullahpur | |
| Name: | Feridun Hamdullahpur | |
| Title: | Director |
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