SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

(Amendment No. 3 – Exit Filing)*

 

Under the Securities Exchange Act of 1934

 

iClick Interactive Asia Group Limited

(Name of Issuer)

 

Class A Ordinary Shares
Class B Ordinary Shares

(Title of Class of Securities)

 

G47048106

(CUSIP Number)

 

December 16, 2020

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

 

 

o

Rule 13d-1(c)

 

 

x

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. G47048106

 

 

1

Name of Reporting Persons
Czerny Holdings Limited

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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 Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (11)
0%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

2


 

CUSIP No. G47048106

 

 

1

Name of Reporting Persons
Cervetto Holdings Limited

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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 Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (11)
0%

 

 

12

Type of Reporting Person (See Instructions)
CO

 

3


 

CUSIP No. G47048106

 

 

1

Name of Reporting Persons
SSG Capital Partners I Side Pocket, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman 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 Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (11)
0%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

4


 

CUSIP No. G47048106

 

 

1

Name of Reporting Persons
SSG Capital Partners II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman 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 Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (11)
0%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

5


 

CUSIP No. G47048106

 

 

1

Name of Reporting Persons
SSG Capital Partners I GP, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman 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 Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (11)
0%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

6


 

CUSIP No. G47048106

 

 

1

Name of Reporting Persons
SSG Capital Partners II GP, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman 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 Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (11)
0%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

7


 

CUSIP No. G47048106

 

 

1

Name of Reporting Persons
SSG Capital Partners I GPGP, Ltd

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman 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 Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (11)
0%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

8


 

CUSIP No. G47048106

 

 

1

Name of Reporting Persons
SSG Capital Partners II GPGP, Ltd

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman 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 Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (11)
0%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

9


 

CUSIP No. G47048106

 

 

1

Name of Reporting Persons
Ares SSG Capital Holdings Limited

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman 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 Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (11)
0%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

10


 

CUSIP No. G47048106

 

 

1

Name of Reporting Persons
Wong Ching Him

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Hong Kong

 

 

 

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 Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (11)
0%

 

 

12

Type of Reporting Person (See Instructions)
IN

 

11


 

CUSIP No. G47048106

 

 

1

Name of Reporting Persons
Shyam Maheshwari

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
India

 

 

 

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 Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (11)
0%

 

 

12

Type of Reporting Person (See Instructions)
IN

 

12


 

CUSIP No. G47048106

 

 

1

Name of Reporting Persons
Andreas Vourloumis

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Indonesia

 

 

 

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 Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (11)
0%

 

 

12

Type of Reporting Person (See Instructions)
IN

 

13


 

Item 1.

(a)

Name of Issuer:
iClick Interactive Asia Group Limited (“Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:
15/F, Prosperity Millennia Plaza, 663 King’s Road, Quarry Bay, Hong Kong S.A.R.

 

Item 2.

(a)

Name of Person Filing:
This Schedule 13G/A is jointly filed by the following persons (collectively, the “Reporting Persons”):

 

Czerny Holdings Limited (“Czerny”)

Cervetto Holdings Limited (“Cervetto”)

SSG Capital Partners I Side Pocket, L.P. (“SSG I”)

SSG Capital Partners II, L.P. (“SSG II”)

SSG Capital Partners I GP, L.P. (“SSG I GPLP”)

SSG Capital Partners II GP, L.P. (“SSG II GPLP”)

SSG Capital Partners I GPGP, Ltd. (“SSG I GPGP”)

SSG Capital Partners II GPGP, Ltd. (“SSG II GPGP”)

Ares SSG Capital Holdings Limited (“SSG Hold Co”)

Wong Ching Him

Shyam Maheshwari

Andreas Vourloumis

 

The Reporting Persons have entered into a Joint Filing Agreement, dated as of February 13, 2018, which is filed with this Schedule 13G/A as Exhibit 99.1 and incorporated into this Item 2 by reference, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G/A. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13G/A held by any other person and such beneficial ownership is expressly disclaimed.

(b)

Address of Principal Business Office or, if none, Residence:
The address of the principal business office of each of Czerny and Cervetto is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands.

 

The address of the principal business office of each of SSG I, SSG II, SSG I GPLP, SSG II GPLP, SSG I GPGP, SSG II GPGP, and SSG Hold Co is Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.

 

The address of the principal business office of each of Wong Ching Him, Shyam Maheshwari, and Andreas Vourloumis is c/o SSG Capital Management (Hong Kong) Limited, Room 4202, 42/F, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong.

 

14


 

(c)

Citizenship:
Czerny and Cervetto are entities organized under the laws of the British Virgin Islands.

 

SSG I, SSG II, SSG I GPLP, SSG II GPLP, SSG I GPGP, SSG II GPGP and SSG Hold Co are entities organized under the laws of the Cayman Islands.

 

Wong Ching Him, Shyam Maheshwari and Andreas Vourloumis are citizens of Hong Kong, India, and Indonesia, respectively.

(d)

Title of Class of Securities:
Class A Ordinary Shares, par value $0.001, and Class B Ordinary Shares, par value $0.001 (collectively, the “Shares”) .

(e)

CUSIP Number:
G47048106

 

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)

o

Broker or dealer registered under section 15 of the Act.

(b)

o

Bank as defined in section 3(a)(6) of the Act.

(c)

o

Insurance company as defined in section 3(a)(19) of the Act.

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940.

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act.

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J).

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:                                    

 

15


 

Item 4.

Ownership.

(a)

Amount beneficially owned:

The Reporting Persons no longer beneficially own more than five percent of the Issuer’s Shares as of June 15, 2020.  The Reporting Persons ceased to beneficially own any of the Issuer’s Shares as of November 17, 2020.

(b)

Percent of class:

0%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

0

(ii)

Shared power to vote or to direct the vote

0

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

0

 

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.   x

 

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.

 

16


 

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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.

 

Date: December 16, 2020

 

 

Czerny Holdings Limited

 

 

By: 

/s/ Viswanand Nursimloo

Name:

Viswanand Nursimloo

Title:

Director

 

 

 

 

Czerny Holdings Limited

 

 

By:

/s/ Viswanand Nursimloo

Name:

Viswanand Nursimloo

Title:

Director

 

 

 

 

SSG Capital Partners I Side Pocket, L.P.

By: SSG Capital Partners I, GP, L.P., its general partner

By: SSG Capital Partners I, GPGP, Ltd, its general partner

 

 

By:

/s/ Nigel David Stead

Name:

Nigel David Stead

Title:

Director

 

 

 

 

SSG Capital Partners II, L.P.

By: SSG Capital Partners II, GP, L.P., its general partner

By: SSG Capital Partners II, GPGP, Ltd, its general partner

 

 

By:

/s/ Nigel David Stead

Name:

Nigel David Stead

Title:

Director

 

 

 

 

 

 

 

 

SSG Capital Partners I GP, L.P.

By: SSG Capital Partners I, GPGP, Ltd, its general partner

 

 

By:

/s/ Nigel David Stead

Name:

Nigel David Stead

Title:

Director

 

17


 

 

 

SSG Capital Partners II GP, L.P

By: SSG Capital Partners II, GPGP, Ltd, its general partner

 

 

By: 

/s/ Nigel David Stead

Name:

Nigel David Stead

Title:

Director

 

 

 

 

SSG Capital Partners I GPGP, Ltd.

 

 

By:

/s/ Nigel David Stead

Name:

Nigel David Stead

Title:

Director

 

 

 

 

SSG Capital Partners II GPGP, Ltd.

 

 

By:

/s/ Nigel David Stead

Name:

Nigel David Stead

Title:

Director

 

 

 

 

Ares SSG Capital Holdings Limited

 

 

By:

/s/ Wong Ching Him

Name:

Wong Ching Him

Title:

Director

 

 

 

 

Wong Ching Him

 

 

By:

/s/ Wong Ching Him

Name:

Wong Ching Him

 

 

 

 

Shyam Maheshwari

 

 

By:

/s/ Shyam Maheshwari

Name:

Shyam Maheshwari

 

 

 

 

Andreas Vourloumis

 

 

By:

/s/ Andreas Vourloumis

Name:

Andreas Vourloumis

 

18


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1*

 

Joint Filing Agreement, dated February 13, 2018, by and among Czerny Holdings Limited, Cervetto Holdings Limited, SSG Capital Partners I Side Pocket, L.P., SSG Capital Partners II, L.P., SSG Capital Partners I GP, L.P., SSG Capital Partners II GP, L.P., SSG Capital Partners I GPGP, Ltd. SSG Capital Partners II GPGP, Ltd., Ares SSG Capital Holdings Limited, Wong Ching Him, Shyam Maheshwari, and Andreas Vourloumis.

 


*Previously filed as Exhibit 99.1 to Schedule 13G on February 21, 2018 by Czerny Holdings Limited, Cervetto Holdings Limited, SSG Capital Partners I Side Pocket, L.P., SSG Capital Partners II, L.P., SSG Capital Partners I GP, L.P., SSG Capital Partners II GP, L.P., SSG Capital Partners I GPGP, Ltd. SSG Capital Partners II GPGP, Ltd., Ares SSG Capital Holdings Limited, Wong Ching Him, Shyam Maheshwari, and Andreas Vourloumis.

 

19