Filed Pursuant to Rule 424(b)(5)
Registration No. 333-232435
P R O S P E C T U S S U P P L E M E N T
(To prospectus dated June 28, 2019)
8,500,001 American Depositary Shares
(Representing 4,250,000.5 Class A Ordinary Shares)
iClick Interactive Asia Group Limited
We are selling 6,877,214 American Depositary Shares, or ADSs, representing 3,438,607 of our Class A ordinary shares, par value US$0.001 per
Class A share. The selling shareholder is selling 1,622,787 ADSs, representing 811,393.5 of our Class A ordinary shares. Each ADS represents one-half (1/2) of one Class A ordinary share. We will
not receive any proceeds from the sale of the ADSs to be offered by the selling shareholder.
Our ADSs trade on the Nasdaq Global Market
under the symbol ICLK. On August 31, 2020, the last sale price of the ADSs as reported on the Nasdaq Global Market was US$9.57 per ADS.
We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected
to comply with certain reduced public company reporting requirements. See Prospectus Supplement SummaryImplications of Being an Emerging Growth Company and Prospectus Supplement SummaryImplications of Being a Foreign
Private Issuer for additional information.
Investing in the ADSs involves risks that are described in the Risk
Factors section beginning on page S-13 of this prospectus supplement.
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Per ADS
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Total(2)
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Public offering price
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US$8.50
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US$72,250,009
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Underwriting discount(1)(3)
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US$0.4675
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US$3,918,751
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Proceeds, before expenses, to us(3)
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US$8.0325
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US$55,296,221
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Proceeds, before expenses, to the selling
shareholder(3)
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US$8.0325
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US$13,035,037
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(1)
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We refer you to the Underwriting section of this prospectus supplement beginning on page S-73 for additional information regarding total underwriting compensation.
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(2)
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Includes the purchase from the underwriters by Mr. Wing Hong Sammy Hsieh, Mr. Jian Tang and Mr. Terence Li of an
aggregate of 117,646 ADSs at the public offering price, for which the underwriters will not receive any underwriting discounts or commissions.
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(3)
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The underwriters will not receive a discount for any ADSs purchased by Mr. Wing Hong Sammy Hsieh, Mr. Jian Tang
and Mr. Terence Li in this offering.
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The underwriters may also exercise their option to purchase up to an additional
1,275,000 ADSs from us, at the public offering price, less the underwriting discount, within 30 days of the date of this prospectus supplement.
Mr. Wing Hong Sammy Hsieh and Mr. Jian Tang, two of our principal shareholders and
co-founders, and Mr. Terence Li, our chief financial officer, have subscribed for, and have been allocated an aggregate of 117,646 ADSs being offered in this offering at the public offering price and on
the same terms as the other ADSs being offered, with respect to which the underwriters will not receive any underwriting discounts or commissions. See Prospectus Supplement SummaryThe OfferingIndications of Interest and
Underwriting for more information. Any ADSs sold to these persons in this offering will not be subject to the lock-up described in UnderwritingNo Sales of Similar Securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Our outstanding share capital consists of Class A ordinary shares and Class B ordinary shares. Mr. Wing Hong Sammy Hsieh, our
chairman of the board of directors and co-founder, and Mr. Jian Tang, our chief executive officer and co-founder, beneficially own all of our issued Class B
ordinary shares. These Class B ordinary shares will constitute approximately 10.7% of our total issued and outstanding share capital immediately after the completion of this offering and 70.5% of the aggregate voting power of our total issued
and outstanding share capital immediately after the completion of this offering, assuming the underwriters do not exercise their option to purchase additional ADSs. See Capitalization. Holders of Class A ordinary shares and
Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes, and is convertible into one
Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder thereof to any
person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equal number of Class A ordinary shares. See Description of Share Capital in the
accompanying prospectus.
The ADSs are expected to be delivered through the book-entry transfer facilities of the Depository Trust Company,
in New York, New York on or about September 8, 2020.
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BofA Securities
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China Renaissance
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ICBCI
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A.G.P.
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Benchmark
The date of this
prospectus supplement is September 2, 2020