Jian Tang & Igomax Inc. Amend iClick Interactive Stake Filing

TL;DR

Jian Tang & Igomax Inc. updated their 13D for iClick. Still holding big.

AI Summary

On December 11, 2024, Jian Tang and Igomax Inc. filed an amendment (No. 3) to their Schedule 13D for iClick Interactive Asia Group Ltd. This filing indicates a change in beneficial ownership, with Jian Tang and Igomax Inc. continuing to hold significant stakes in the company.

Why It Matters

This amendment to a Schedule 13D filing signals potential shifts in control or significant investment activity by major shareholders in iClick Interactive Asia Group Ltd.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, which can introduce volatility.

Key Players & Entities

• Jian Tang (person) — Filing party and significant shareholder
• Igomax Inc. (company) — Filing party and significant shareholder
• iClick Interactive Asia Group Ltd (company) — Subject company
• Wing Hong Sammy Hsieh (person) — Mentioned in filing
• BUBINGA HOLDINGS LTD (company) — Group member

FAQ

Key Financial Figures

• $0.001 — Class A Ordinary Shares, par value of $0.001 per share (Title of Class of Securiti

Filing Documents

• tm2430754d1_sc13da.htm (SC 13D/A) — 119KB
• tm2430754d1_ex99-1.htm (EX-99.1) — 8KB
• 0001104659-24-127458.txt ( ) — 128KB

Identity and Background

Item 2. Identity and Background. (a) – (c), (f) This Schedule 13D/A is being filed jointly by Mr. Jian Tang, Igomax Inc., Mr. Wing Hong Sammy Hsieh and Bubinga Holdings Limited (together, the “ Reporting Persons ” and each, a “ Reporting Person ”). The agreement between the Reporting Persons relating to the joint filing is attached hereto as Exhibit 99.1. The Class A Ordinary Shares beneficially owned by each of the Reporting Persons were previously reported on (i) a Schedule 13G filed jointly by Mr. Jian Tang and Igomax Inc. on February 13, 2018, as amended by (ii) Amendment No. 1 to Schedule 13G filed jointly by Mr. Jian Tang and Igomax Inc. on February 12, 2019 ; (iii) Amendment No. 2 to Schedule 13G filed jointly by Mr. Jian Tang and Igomax Inc. on February 13, 2020; and (iv) Amendment No. 3 to Schedule 13G filed jointly by Mr. Jian Tang and Igomax Inc. on February 10, 2021; and further amended by (v) Amendment No. 4 to Schedule 13G filed jointly by Mr. Jian Tang and Igomax Inc. on February 14, 2022; as well as (vi) a Schedule 13G filed by Mr. Wing Hong Sammy Hsieh on February 13, 2018, as amended by (vii) Amendment No. 1 to Schedule 13G filed jointly by Mr. Wing Hong Sammy Hsieh and Bubinga Holdings Limited on February 11, 2020; (viii) Amendment No. 2 to Schedule 13G filed jointly by Mr. Wing Hong Sammy Hsieh and Bubinga Holdings Limited on February 10, 2021; (ix) Amendment No. 3 to Schedule 13G filed jointly by Mr. Wing Hong Sammy Hsieh and Bubinga Holdings Limited on February 14, 2022; (x) Schedule 13D constitutes an initial Schedule 13D filing on behalf of each of the Reporting Persons and is being filed on December 22, 2022 because the Reporting Persons may be deemed to have a formed a “group” with certain other persons; (xi) Amendment No. 1 to the Schedule 13D filed by Mr. Jian Tang, Igomax Inc., Mr. Wing Hong Sammy Hsieh and Bubinga Holdings Limited on July 7, 2023; and (xii) Amendment No. 2 to the Schedule 1

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. On November 29, 2024, iClick Interactive Asia Group Limited (the Issuer), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Overlord Merger Sub Ltd. ("Merger Sub"), a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Issuer and Amber DWM Holding Limited ("Amber DWM"), a Cayman Islands exempted company and the holding entity of Amber Group's digital wealth management business, known as Amber Premium ("Amber Premium"), pursuant to which Merger Sub will merge with and into Amber DWM, with Amber DWM continuing as the surviving entity and becoming a wholly-owned subsidiary of the Issuer (the "Merger"), and the shareholders of Amber DWM will exchange all of the issued and outstanding share capital of Amber DWM for a mixture of newly issued Class A and Class B ordinary shares of the Issuer on the terms and conditions set forth therein in a transaction exempt from the registration requirements under the Securities Act of 1933. A copy of the Merger Agreement was attached as Exhibit 99.2 to the Issuer’s current report on Form 6-K furnished to the SEC on November 29, 2024 and incorporated herein by reference. Pursuant to the Merger Agreement, Amber DWM agrees to (i) acquire 100% of the equity interests in WhaleFin Markets Limited (“WhaleFin HK”), a company incorporated in Hong Kong, from Amber Global Limited, a Cayman Islands exempted company (the “WhaleFin HK Equity Transfer”), and (b) assume or cause one or more of its subsidiaries to assume all rights and obligations under all of the customer contracts to which WFTL is a party (the “WFTL Assigned Contracts”) (the “WFTL Contract Assignment”, and collectively with the WhaleFin HK Equity Transfer, the “DWM Asset Restructuring”). Following the consummation and as a result of the Merger, Am

Purpose of Transaction

Item 4. Purpose of Transaction. The information set forth in Item 3 is hereby incorporated by reference in its entirety. The purpose of the Mergers was to enable the Issuer to acquire 100% control of Amber DWM’s business in a transaction in which the holders of securities of Amber DWM would receive the Issuer’s ordinary shares. The Merger Agreement contemplates that, upon the closing of the merger (the "Closing"), the Issuer will change its name to "Amber International Holding Limited" and adopt the tenth amended and restated memorandum and articles of association of the Issuer, in each case immediately before the Merger becomes effective (the “Effective Time”), following which the authorized share capital of the Issuer shall only consist of Class A ordinary shares and Class B ordinary shares (with different voting powers but equal economic rights), a par value of US$0.001 each. The Issuer's board of directors (the "Board") approved the Merger Agreement and other transaction documents, including but not limited to the voting agreement entered into by and among certain shareholders of the Issuer (who holds approximately 36% of the outstanding shares representing 71% voting power of the Issuer as of November 29, 2024), the Issuer and Amber DWM (the "Voting Agreement") (collectively, the "Transaction Documents"), and the transactions contemplated thereunder (the "Transactions"). In connection with the Transaction, each of the shareholders of Amber DWM immediately prior to the consummation of the Merger is entering into a lock-up agreement with the Issuer pursuant to which they have agreed not to transfer the shares received in consideration of the Merger for a period of 12 months following the Merger closing. Immediately after the Effective Time, the Board shall consist of up to seven directors, to be designated by Amber DWM. The completion of the Transactions is subject to the s

Interests in Securities of the Issuer

Item 5. Interests in Securities of the Issuer. (a) – (b) The following information with respect to the ownership of the Ordinary Shares by each of the Reporting Persons is provided as of December 11, 2024. Sole Power Shared Shared Power to Power Sole Power to to Amount Percent Vote or to Vote or to Dispose or to Dispose or to Beneficially of Direct Direct the Direct the Direct the Reporting Person: Owned: Class: the Vote: Vote: Disposition of: Disposition of: Jian Tang 2,526,463 5.8% (1) 27,905 (3) 2,498,558 (4) 27,905 (3) 2,498,558 (4) Igomax Inc. 2,498,558 5.7% (2) 0 2,498,558 (5) 0 2,498,558 (5) Wing Hong Sammy Hsieh 2,524,110 5.8% (2) 241,295 (6) 2,282,815 (7) 241,295 2,282,815 (7) Bubinga Holdings Limited 2,282,815 5.2% (2) 0 2,282,815 (7) 0 2,282,815 (7) (1) The percent ownership calculation assumes that there is a total of 43,814,778 Ordinary Shares outstanding, which includes (i) the 43,786,873 Ordinary Shares outstanding as of June 30, 2024 and (ii) 27,905, the number of Ordinary Shares that such person or group has the right to acquire within 60 days of December 11, 2024. (2) The percent ownership calculation assumes that there is a total of 43,786,873 Ordinary Shares outstanding, which includes 43,786,873 Ordinary Shares outstanding as of June 30, 2024. (3) Comprises 27,905 Class A Ordinary Shares that are issuable upon exercise of options held in trust by Mr. Jian Tang. (4) Reflects (i) 396,295 Class A Ordinary Shares held by Igomax Inc. and (ii) 2,102,263 Class B Ordinary Shares held by Igomax Inc.. Mr. Jian Tang is the sole director and shareholder of Igomax Inc.. (5) Reflects (i) 396,295 Class A Ordinary Shares held by Igomax Inc. and (ii) 2,102,263 Class B Ordinary Shares held by Igomax Inc.. (6) Reflects 241,295 Class A Ordinary Shares held directly by Mr. Wing Hong Sammy Hsieh. (7) Comprises 2,282,815 Class B Ordinary Shares held by Bubinga Holdings Limited. Mr.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer. The disclosure under Item 3 and 4 is incorporated herein by reference in its entirety. To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits. Exhibit No. Description 99.1 Joint Filing Agreement, dated December 11, 2024, by and among Reporting Persons (filed herewith). 99.2 Agreement and Plan of Merger, dated as of November 29, 2024, by and among iClick Interactive Asia Group Limited, Overlord Merger Sub Ltd., and Amber DWM Holding Limited, incorporated herein by reference to Exhibit 99.2 to the Report on Form 6-K furnished by the Issuer to the SEC on November 29, 2024. 99.3 Voting Agreement, dated as of November 29, 2024, by and among iClick Interactive Asia Group Limited, Amber DWM Holding Limited, and certain shareholders of iClick Interactive Asia Group Limited, incorporated herein by reference to Exhibit 99.3 to the Report on Form 6-K furnished by the Issuer to the SEC on November 29, 2024.

SIGNATURES

SIGNATURES 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 11, 2024 JIAN TANG /s/ Jian Tang IGOMAX INC. /s/ Jian Tang Name: Jian Tang Title: Director WING HONG SAMMY HSIEH /s/ Wing Hong Sammy Hsieh BUBINGA HOLDINGS LIMITED /s/ Wing Hong Sammy Hsieh Name: Wing Hong Sammy Hsieh Title: Director

View Full Filing

View this SC 13D/A filing on SEC EDGAR