UNITEDSTATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE13G
Underthe Securities Exchange Act of 1934
(AmendmentNo. 2)*
AMTDDIGITAL INC.
(Nameof Issuer)
ClassA ordinary shares, par value US$0.0001 per share
(Titleof Class of Securities)
00180N101
(CUSIPNumber)
September30, 2024
(Dateof Event Which Requires Filing of This Statement)
Checkthe appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | Theremainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subjectclass of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior coverpage. |
Theinformation required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shallbe subject to all other provisions of the Act (however, see the Notes).
| 1 | Names of Reporting Persons
Calvin Choi
|
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ |
| 3 | SEC Use Only |
| 4 | Citizenship or Place of Organization
Canada
|
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
0
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ |
| 11 | Percent of Class Represented by Amount in Row (9)
0%
|
| 12 | Type of Reporting Person IN |
| 1 | Names of Reporting Persons
Infinity Power Investments Limited
|
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ |
| 3 | SEC Use Only |
| 4 | Citizenship or Place of Organization
British Virgin Islands
|
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
0
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ |
| 11 | Percent of Class Represented by Amount in Row (9)
0%
|
| 12 | Typeof Reporting Person CO |
| Item 1(a). | Name of Issuer: |
AMTDDigital Inc. (the “Company”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
66rue Jean-Jacques Rousseau
75001Paris
France
| Item 2(a). | Name of Person Filing: |
CalvinChoi; and
InfinityPower Investments Limited.
| Item 2(b). | Address of Principal Business Office, or, if none, Residence: |
694 Meadowsweet Ave
Waterloo
Canada
CalvinChoi: Canada; and
InfinityPower Investments Limited: British Virgin Islands.
| Item 2(d). | Title of Class of Securities: |
ClassA ordinary shares, par value US$0.0001 per share.
TheCompany’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares, each with par value of US$0.0001 pershare. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversionrights and voting rights. Each Class B ordinary share is convertible at the option of the holder at any time into one Class A ordinaryshare. 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.
00180N101.
| 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: |
Notapplicable.
Theresponses 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: |
Ifthis statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial ownerof 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: |
Notapplicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
Notapplicable.
| Item 8. | Identification and Classification of Members of the Group: |
Notapplicable.
| Item 9. | Notice of Dissolution of Group: |
Notapplicable.
Notapplicable.
LISTOF EXHIBITS
SIGNATURE
Afterreasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, completeand 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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