SEC Form SCHEDULE 13G filed by The Generation Essentials Group
$TGE
Newspapers/Magazines
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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The Generation Essentials Group (Name of Issuer) |
Class A ordinary shares, par value US$0.0000000264856557377049 per share (Title of Class of Securities) |
G38268101 (CUSIP Number) |
12/31/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G38268101 |
| 1 | Names of Reporting Persons
AMTD Group Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
37,756,286.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
77.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: Note to Row (5) and (7) - Representing 45,307 Class A Ordinary Shares directly held by AMTD Group Inc.
Note to Row (6) and (8) - Representing (i) 18,425,068 Class A ordinary shares directly held by AMTD IDEA Group, and (ii) 15,000,000 Class A ordinary shares and 4,285,911 Class B ordinary Shares, which may be converted into 4,285,911 Class A ordinary shares at any time, directly held by AMTD Digital Inc. 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 the ordinary shares of AMTD IDEA Group. AMTD IDEA Group beneficially owns 64.8% of the issued and outstanding share capital of AMTD Digital Inc., representing 95.7% of the total outstanding voting power of the ordinary shares of AMTD Digital Inc.
Note to Row (11) - Representing 91.8% of the total outstanding voting power of the ordinary shares of the Issuer. The percentage of the class of securities beneficially owned by the reporting person is calculated based on a total of 48,461,070 issued and outstanding ordinary shares (consisting of 44,175,159 Class A ordinary shares and 4,285,911 Class B ordinary shares) of the Issuer as of December 31, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares. For the reporting person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer's Class A ordinary shares and Class B ordinary shares as a single class. 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. 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.
As of December 31, 2025, the Issuer also had a total of 6,343,056 preferred shares issued and outstanding. Preferred shares are excluded from the calculation of the percentage of the class of securities and voting power beneficially owned by the reporting person. Holders of preferred shares shall only, on any transaction that may result in a change of control, be entitled to cast one vote per preferred shares and shall vote at a separate general meeting of the holders of the preferred shares. Save for the above and except as provided in the memorandum and articles of association of the Issuer, each preferred share shall not be entitled to vote on any other matters subject to a vote at general meetings of the Issuer. Holders of preferred shares are not entitled to any conversion rights. Holders of preferred shares shall, in the event of a liquidation, winding-up or dissolution of The Generation Essentials Group, be entitled, prior and in preference to holders of the Class A ordinary shares and Class B ordinary shares, to the distribution of the assets of the Issuer available for distribution.
SCHEDULE 13G
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| CUSIP No. | G38268101 |
| 1 | Names of Reporting Persons
AMTD IDEA Group | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
37,710,979.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
77.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: Note to Row (5) and (7) - Representing (i) 18,425,068 Class A ordinary shares directly held by AMTD IDEA Group, and (ii) 15,000,000 Class A ordinary shares and 4,285,911 Class B ordinary Shares, which may be converted into 4,285,911 Class A ordinary shares at any time, directly held by AMTD Digital Inc. AMTD IDEA Group beneficially owns 64.8% of the issued and outstanding share capital of AMTD Digital Inc., representing 95.7% of the total outstanding voting power of the ordinary shares of AMTD Digital Inc.
Note to Row (11) - Representing 91.7% of the total outstanding voting power of the ordinary shares of the Issuer. The percentage of the class of securities beneficially owned by the reporting person is calculated based on a total of 48,461,070 issued and outstanding ordinary shares (consisting of 44,175,159 Class A ordinary shares and 4,285,911 Class B ordinary shares) of the Issuer as of December 31, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares. For the reporting person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer's Class A ordinary shares and Class B ordinary shares as a single class. 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. 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.
As of December 31, 2025, the Issuer also had a total of 6,343,056 preferred shares issued and outstanding. Preferred shares are excluded from the calculation of the percentage of the class of securities and voting power beneficially owned by the reporting person. Holders of preferred shares shall only, on any transaction that may result in a change of control, be entitled to cast one vote per preferred shares and shall vote at a separate general meeting of the holders of the preferred shares. Save for the above and except as provided in the memorandum and articles of association of the Issuer, each preferred share shall not be entitled to vote on any other matters subject to a vote at general meetings of the Issuer. Holders of preferred shares are not entitled to any conversion rights. Holders of preferred shares shall, in the event of a liquidation, winding-up or dissolution of The Generation Essentials Group, be entitled, prior and in preference to holders of the Class A ordinary shares and Class B ordinary shares, to the distribution of the assets of the Issuer available for distribution.
SCHEDULE 13G
|
| CUSIP No. | G38268101 |
| 1 | Names of Reporting Persons
AMTD Digital Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,285,911.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
39.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: Note to Row (5) and (7) - Representing 15,000,000 Class A ordinary shares and 4,285,911 Class B ordinary Shares, which may be converted into 4,285,911 Class A ordinary shares at any time, directly held by AMTD Digital Inc.
Note to Row (11) - Representing 77.5% of the total outstanding voting power of the ordinary shares of the Issuer. The percentage of the class of securities beneficially owned by the reporting person is calculated based on a total of 48,461,070 issued and outstanding ordinary shares (consisting of 44,175,159 Class A ordinary shares and 4,285,911 Class B ordinary shares) of the Issuer as of December 31, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares. For the reporting person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer's Class A ordinary shares and Class B ordinary shares as a single class. 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. 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.
As of December 31, 2025, the Issuer also had a total of 6,343,056 preferred shares issued and outstanding. Preferred shares are excluded from the calculation of the percentage of the class of securities and voting power beneficially owned by the reporting person. Holders of preferred shares shall only, on any transaction that may result in a change of control, be entitled to cast one vote per preferred shares and shall vote at a separate general meeting of the holders of the preferred shares. Save for the above and except as provided in the memorandum and articles of association of the Issuer, each preferred share shall not be entitled to vote on any other matters subject to a vote at general meetings of the Issuer. Holders of preferred shares are not entitled to any conversion rights. Holders of preferred shares shall, in the event of a liquidation, winding-up or dissolution of The Generation Essentials Group, be entitled, prior and in preference to holders of the Class A ordinary shares and Class B ordinary shares, to the distribution of the assets of the Issuer available for distribution.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
The Generation Essentials Group | |
| (b) | Address of issuer's principal executive offices:
66 rue Jean-Jacques Rousseau,Paris,I0,75001 | |
| Item 2. | ||
| (a) | Name of person filing:
AMTD Group Inc.
AMTD IDEA Group
AMTD Digital Inc. | |
| (b) | Address or principal business office or, if none, residence:
For AMTD Group Inc.:
66 rue Jean-Jacques Rousseau
75001 Paris
France
For AMTD IDEA Group:
66 rue Jean-Jacques Rousseau
75001 Paris
France
For AMTD Digital Inc.:
66 rue Jean-Jacques Rousseau
75001 Paris
France | |
| (c) | Citizenship:
AMTD Group Inc. : British Virgin Islands.
AMTD IDEA Group: Cayman Islands
AMTD Digital Inc. : Cayman Islands | |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.0000000264856557377049 per share | |
| (e) | CUSIP No.:
G38268101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
AMTD Group Inc. - 37,756,286
AMTD IDEA Group - 37,710,979
AMTD Digital Inc.- 19,285,911 | |
| (b) | Percent of class:
AMTD Group Inc. - 77.9%
AMTD IDEA Group - 77.8%
AMTD Digital Inc.- 39.8% | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
AMTD Group Inc. - 45,307
AMTD IDEA Group - 37,710,979
AMTD Digital Inc.- 19,285,911 | ||
| (ii) Shared power to vote or to direct the vote:
AMTD Group Inc. - 37,710,979
AMTD IDEA Group - 0
AMTD Digital Inc.- 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
AMTD Group Inc. - 45,307
AMTD IDEA Group - 37,710,979
AMTD Digital Inc.- 19,285,911 | ||
| (iv) Shared power to dispose or to direct the disposition of:
AMTD Group Inc. - 37,710,979
AMTD IDEA Group - 0
AMTD Digital Inc.- 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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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.
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Exhibit Information
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Joint Filing Agreement |