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 September 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
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: September 30, 2024
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Exhibit 99.1
FOR IMMEDIATE RELEASE
iClick Interactive Asia Group Limited Announces Annual General Meeting Results
HONG KONG — September 30, 2024 — iClick Interactive Asia Group Limited (“iClick” or the “Company”) (NASDAQ: ICLK), a renowned marketing cloud platform in China that empowers worldwide brands with full-stack consumer lifecycle solutions, today announced the results of its annual general meeting of shareholders (the “AGM”) held in Hong Kong on September 30, 2024.
At the AGM, the Company’s shareholders approved, ratified and/or confirmed the following resolutions:
| 1. | the disposal of the Company’s demand side marketing solutions business in mainland China; |
| 2. | the disposal of the Company’s enterprise solutions business in mainland China; and |
| 3. | the appointment of Mr. Winson Ip Wing Wai as an independent director of the Company. |
Each shareholder has one vote for each Class A ordinary share or 20 votes for each Class B ordinary share. The shares attended the AGM in person or by proxy represented approximately 74% of the total outstanding votes represented by the Company’s total ordinary shares outstanding at the close of business in the Cayman Islands on the record date of September 11, 2024. Each of the above resolutions was approved by 96% or above of the total votes cast at the AGM.
Mr. Jian Tang, iClick’s Chief Executive Officer and Co-Founder, said, “We would like to thank our shareholders for their support to our recently announced disposals and our strategy of optimizing the Company’s operations and realigning the business focus to meet market trends. Approving the disposals, which are intended for improving our profitability and operational efficiency with balanced risks, is the centerpiece to create sustainable value. The Company will continue to work with the other parties to close the disposal of demand side marketing solutions business in mainland China as soon as practicable. The Company’s financial performance is expected to improve with reduced debt level and capital intensive operations in the coming six months.”
About iClick Interactive Asia Group Limited
Founded in 2009, iClick Interactive Asia Group Limited (NASDAQ: ICLK) is a renowned marketing cloud platform in China. 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. For more information, please visit ir.i-click.com.
Safe Harbor Statement
This press release contains forward-looking statements, including those related to the Company’s business strategies, operations and financial performance. These statements constitute “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Such statements are based upon management’s current expectations and current market and operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control. Forward-looking statements involve inherent risks and uncertainties. All information provided in this press release is current as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results.
| 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 |
Exhibit 99.2
FOR IMMEDIATE RELEASE
iClick Interactive Asia Group Limited Announces Change of Auditor
HONG KONG — September 30, 2024 — iClick Interactive Asia Group Limited (“iClick” or the “Company”) (NASDAQ: ICLK), a renowned marketing cloud platform in China that empowers worldwide brands with full-stack consumer lifecycle solutions, today announced that it has appointed WWC, P.C. Certified Professional Accountants (“WWC”) as its independent registered public accounting firm, effective September 30, 2024. The appointment of WWC has been approved by the audit committee of the board of directors of the Company. WWC replaces PricewaterhouseCoopers (“PwC”), the Company’s former independent registered public accounting firm, who has informed the Company that it declined to stand for re-election.
The reports of PwC on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and 2022 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through September 30, 2024, there have been (i) no disagreements (as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions thereto) between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused them to make reference thereto in their reports on the Company’s consolidated financial statements for such years, and (ii) no reportable events (as defined in Item 16F(a)(1)(v) of Form 20-F), except for the material weaknesses related to the Company’s internal control over financial reporting as disclosed under Item 15 of the Company’s annual report on Form 20-F for the fiscal years ended December 31, 2023 and 2022.
During the fiscal years of ended December 31, 2023 and 2022 and the subsequent interim period through September 30, 2024, neither the Company nor anyone acting on its behalf consulted with WWC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report was provided to the Company nor was oral advice provided that the Company concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 16F(a)(1)(iv) and the related instructions), or a reportable event (as defined in Item 16F(a)(1)(v) of Form 20-F).
The Company would like to express its sincere gratitude to PwC for its professionalism and quality of services rendered to the Company over the past years. The Company is working closely with PwC and WWC to ensure a seamless transition.
About iClick Interactive Asia Group Limited
Founded in 2009, iClick Interactive Asia Group Limited (NASDAQ: ICLK) is a renowned marketing cloud platform in China. 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. 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 |