SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No.2)*
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:
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o |
Rule 13d-1(b) |
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o |
Rule 13d-1(c) |
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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).
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
o |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization Hong Kong S.A.R. |
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5 |
Sole Voting Power |
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126,448 |
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Number of |
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6 |
Shared Voting Power |
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Shares |
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2,500,580 ordinary shares. See Item 4. |
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Beneficially |
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Owned by |
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Each |
7 |
Sole Dispositive Power |
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Reporting |
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126,448 |
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Person With: |
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8 |
Shared Dispositive Power |
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2,500,580 ordinary shares. See Item 4. |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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2,627,028 ordinary shares. See Item 4. |
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10 |
Check if the Aggregate Amount in Row (9) |
Excludes Certain Shares o
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11 |
Percent of Class Represented by Amount in Row (9) 5.8%See Item 4. |
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12 |
Type of Reporting Person |
IN
2
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
o |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization British Virgin Islands |
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5 |
Sole Voting Power |
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0 |
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Number of |
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6 |
Shared Voting Power |
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Shares |
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2,500,580 ordinary shares. See Item 4. |
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Beneficially |
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Owned by |
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Each |
7 |
Sole Dispositive Power |
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Reporting |
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0 |
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Person With: |
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8 |
Shared Dispositive Power |
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2,500,580 ordinary shares. See Item 4. |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 2,500,580 ordinary shares. See Item 4 |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o |
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11 |
Percent of Class Represented by Amount in Row (9) 5.5%. See Item 4. |
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12 |
Type of Reporting Person |
CO
3
Name of Issuer:
iClick Interactive Asia Group Limited (the “Issuer”)
Address of Issuer’s Principal Executive Offices:
15/F, Prosperity Millennia Plaza
663 King’s Road, Quarry Bay
Hong Kong S.A.R.
Name of Person Filing:
Wing Hong Sammy Hsieh
Bubinga Holdings Limited
Address of Principal Business Office, or, if none, Residence:
Wing Hong Sammy Hsieh
15/F, Prosperity Millennia Plaza
663 King’s Road, Quarry Bay
Hong Kong S.A.R.
Bubinga Holdings Limited
Vistra Corporate Services Centre
Wickhams Cay II
Road Town, Tortola, VG1110
British Virgin Islands
Citizenship:
Wing Hong Sammy Hsieh — Hong Kong S.A.R.
Bubinga Holdings Limited — British Virgin Islands
Title of Class of Securities:
Class A ordinary shares, par value of $0.001 per share (the “Class A Ordinary Shares”). The Issuer’s ordinary shares consist of Class A Ordinary Shares and Class B ordinary shares, par value of $0.001 per share (“Class B Ordinary Shares”). 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. Each Class B Ordinary Share is entitled to twenty (20) votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.
CUSIP No.:
G47048 106
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
4
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:
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Sole Power |
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Sole Power |
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Shared |
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to |
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Shared |
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to Dispose |
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Power to |
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Amount |
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Percent |
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Vote or |
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Power |
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or to |
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Dispose or to |
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Beneficially |
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of |
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Direct |
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to Vote or to |
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Direct the |
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Direct the |
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Reporting Person: |
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Owned: |
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Class:(1) |
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the Vote: |
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Direct the Vote: |
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Disposition of: |
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Disposition of: |
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Wing Hong Sammy Hsieh |
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2,627,028(2) |
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5.8% |
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126,448 |
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2,500,580 (2) |
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126,448 |
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2,500,580 (2) |
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Bubinga Holdings Limited |
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2,500,580(3) |
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5.5% |
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0 |
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2,500,580 (3) |
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0 |
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2,500,580 (3) |
(1) The percentages of the class of securities beneficially owned by each reporting person is based on 45,205,666 ordinary shares, comprised of 40,385,058 Class A Ordinary Shares and 4,820,608 Class B Ordinary Shares, outstanding as of September 30, 2020, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on November 24, 2020, and the number of ordinary shares such person or group has the right to acquire upon the exercise of options, warrants or other rights within 60 days after December 31, 2020.
(2) Includes (i) 2,500,580 Class B Ordinary Shares held by Bubinga Holdings Limited, which may be converted into 2,500,580 Class A Ordinary Shares at any time by the holder thereof; (ii) 116,031 Class A Ordinary Shares held by Mr. Wing Hong Sammy Hsieh; and (iii) 10,417 Class A Ordinary Shares that Mr. Wing Hong Sammy Hsieh has the right to obtain upon conversion of certain restricted share units it holds. Mr. Wing Hong Sammy Hsieh is the sole director of Bubinga Holdings Limited.
(3) Includes 2,500,580 Class B Ordinary Shares held by Bubinga Holdings Limited, which may be converted into 2,500,580 Class A Ordinary Shares at any time by the holder thereof.
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Item 5. |
Ownership of Five Percent or Less of a Class |
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Not applicable |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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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 |
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or Control Person |
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Not applicable |
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Item 8. |
Identification and Classification of Members of the Group |
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Not applicable |
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Item 9. |
Notice of Dissolution of Group |
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Not applicable |
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5 |
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Not applicable
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: February 10, 2021
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Wing Hong Sammy Hsieh |
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/s/ Wing Hong Sammy Hsieh |
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Bubinga Holdings Limited |
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By: |
/s/ Wing Hong Sammy Hsieh |
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Name: |
Wing Hong Sammy Hsieh |
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Title: |
Director |
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6 |
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Exhibit 99.1 — Joint Filing Agreement
7
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 February 10, 2021.
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Wing Hong Sammy Hsieh |
/s/ Wing Hong Sammy Hsieh |
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Bubinga Holdings Limited |
By: |
/s/ Wing Hong Sammy Hsieh |
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Name: |
Wing Hong Sammy Hsieh |
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Title: |
Director |
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