UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934*
iClick Interactive Asia Group Limited
(Name of Issuer)
Class A ordinary shares, par value of $0.001 per share
(Title of Class of Securities)
G47048 106
(CUSIP Number)
December 31, 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:
☐ 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 persons 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).
1 |
Names of Reporting Persons
Bertelsmann SE & Co. KGaA | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
Germany |
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
CO |
1 |
Names of Reporting Persons
Bertelsmann China Holding GmbH | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
Germany |
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
CO |
1 |
Names of Reporting Persons
BAI GmbH | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
Germany |
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
CO |
Item 1(a). | Name of Issuer: |
iClick Interactive Asia Group Limited
Item 1(b). | Address of Issuers Principal Executive Offices: |
15/F, Prosperity Millennia Plaza
663 Kings Road, Quarry Bay
Hong Kong S.A.R.
Item 2(a). | Name of Person Filing: |
Bertelsmann SE & Co. KGaA
BAI GmbH
Bertelsmann China Holding GmbH
Item 2(b). | Address of Principal Business Office, or, if none, Residence: |
Bertelsmann SE & Co. KGaA
Carl-Bertelsmann-Strasse 270, 33311 Gütersloh, Germany
BAI GmbH
Carl-Bertelsmann-Strasse 270, 33311 Gütersloh, Germany
Bertelsmann China Holding GmbH
Carl-Bertelsmann-Strasse 270, 33311 Gütersloh, Germany
Item 2(c). | Citizenship: |
Bertelsmann SE & Co. KGaA Germany
BAI GmbH Germany
Bertelsmann China Holding GmbH Germany
Item 2(d). | Title of Class of Securities: |
Class A ordinary shares, par value of $0.001 per share (the Class A Ordinary Shares)
Item 2(e) | CUSIP No.: |
G47048 106
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
5
Item 4 | Ownership |
The following information with respect to the ownership of the Class A Ordinary Shares by each of the reporting persons is provided as of December 31, 2020:
Reporting Person: |
Amount Beneficially Owned: |
Percent of Class: |
Sole Power to Vote or Direct the Vote: |
Shared Power to Vote or to Direct the Vote: |
Sole Power to Dispose or to Direct the Disposition of: |
Shared Power to Dispose or to Direct the Disposition of: |
||||||||||||||||||
Bertelsmann SE & Co. KGaA |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Bertelsmann China Holding GmbH |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
BAI GmbH |
0 | 0 | % | 0 | 0 | 0 | 0 |
Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable
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
6
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: January 27, 2021 |
||||
Bertelsmann SE & Co. KGaA | By: | /s/ Dr. Martin Dannhoff / Julia Neudecker | ||
Name: | Dr. Martin Dannhoff / Julia Neudecker | |||
Title: | Authorized Signatories | |||
Bertelsmann China Holding GmbH | By: | /s/ Dr. Michael Kronenburg / Bettina Wulf | ||
Name: | Dr. Michael Kronenburg / Bettina Wulf | |||
Title: | Authorized Signatories | |||
BAI GmbH | By: | /s/ Thomas Werth / Dr. Hendrik Horn | ||
Name: | Thomas Werth / Dr. Hendrik Horn | |||
Title: | Authorized Signatories |
7
LIST OF EXHIBITS
Exhibit 99.1 Joint Filing Agreement
8
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value of $0.001 per share, of iClick Interactive Asia Group Limited, a Cayman Islands exempted company, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 27, 2021.
Bertelsmann SE & Co. KGaA | By: | /s/ Dr. Martin Dannhoff / Julia Neudecker | ||||
Name: | Dr. Martin Dannhoff / Julia Neudecker | |||||
Title: | Authorized Signatories | |||||
Bertelsmann China Holding GmbH | By: | /s/ Dr. Michael Kronenburg / Bettina Wulf | ||||
Name: | Dr. Michael Kronenburg / Bettina Wulf | |||||
Title: | Authorized Signatories | |||||
BAI GmbH | By: | /s/ Thomas Werth / Dr. Hendrik Horn | ||||
Name: | Thomas Werth / Dr. Hendrik Horn | |||||
Title: | Authorized Signatories |