UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2024
Commission File Number: 001-38313
iClick Interactive Asia Group Limited
(Translation of registrant’s name into English)
15/F
Prosperity Millennia Plaza
663 King’s Road, Quarry Bay
Hong Kong S.A.R., People’s Republic of China
Tel: +852 3700 9000
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
| Number | Description of Document | |
| 99.1 | Press release |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| iClick Interactive Asia Group Limited | ||
| By: | /s/ Josephine Ngai | |
| Name: | Josephine Ngai | |
| Title: | Chief Financial Officer |
Date: April 26, 2024
3
Exhibit 99.1
FOR IMMEDIATE RELEASE
iClick Interactive Asia Group Limited Announces Termination of Merger Agreement
HONG KONG — April 26, 2024 — iClick Interactive Asia Group Limited (“iClick” or the “Company”) (NASDAQ: ICLK), a leading enterprise and marketing cloud platform in China that empowers worldwide brands with full-stack consumer lifecycle solutions, today announced the termination of the previously announced agreement and plan of merger, dated as of November 24, 2023 (the “Merger Agreement”), by and among the Company, TSH Investment Holding Limited (the “Parent”) and TSH Merger Sub Limited (the “Merger Sub”).
On March 29, 2024, the Company delivered to the Parent a notice (the “Closing Notice”) confirming the satisfaction of the closing conditions under the Merger Agreement (other than those conditions that by their nature are to be satisfied by actions taken at the Closing as defined below) and that the Company is ready, willing and able to consummate the closing contemplated under the Merger Agreement (the “Closing”). Since the delivery of the Closing Notice, the Company has been communicating and cooperating with the Parent, Merger Sub and their representatives towards the Closing, but the Parent and Merger Sub have failed to complete the Closing within ten (10) Business Days following the delivery date of the Closing Notice pursuant to Section 8.03(b) of the Merger Agreement.
On April 26, 2024, the Company (acting upon the recommendation of the Special Committee) sent a notice of termination to the Parent and the Merger Sub pursuant to Section 8.03(b) of the Merger Agreement, notifying the Parent and the Merger Sub that the Company is exercising its right to terminate the Merger Agreement pursuant to Section 8.03(b) of the Merger Agreement and demanding the Parent to pay the US$1,800,000 termination fee pursuant to Section 8.06(b) of the Merger Agreement by May 9, 2024. As a result of the termination of the Merger Agreement, the proposed merger will not be completed.
About iClick Interactive Asia Group Limited
Founded in 2009, iClick Interactive Asia Group Limited (NASDAQ: ICLK) is a leading enterprise and marketing cloud platform in China. iClick’s mission is to empower worldwide brands to unlock the enormous market potential of smart retail. With its leading proprietary technologies, iClick’s full suite of data-driven solutions helps brands drive significant business growth and profitability throughout the full consumer lifecycle. Headquartered in Hong Kong, iClick currently operates in eleven locations across Asia and Europe. For more information, please visit ir.i-click.com.
For investor and media inquiries, please contact:
| In China: | In the United States: |
| iClick Interactive Asia Group Limited | Core IR |
| Catherine Chau | Tom Caden |
| Phone: +852 3700 9100 | Phone: +1-516-222-2560 |
| E-mail: ir@i-click.com | E-mail: tomc@coreir.com |