This Schedule 13D/A constitutes Amendment No. 2 (Amendment No. 2)
to the Schedule 13D filed by Mr. Jian Tang, Igomax Inc., Mr. Wing Hong Sammy Hsieh and Bubinga Holdings Limited (collectively, the Reporting Persons) on December 22, 2022, as previously amended and supplemented by
the amendment filed as of July 7, 2023 (as amended to date, the Original Schedule 13D), relating to Class A ordinary shares, par value $0.001 per share (the Class A Ordinary Shares
and together with Class B ordinary shares, par value $0.001 per share, the Ordinary Shares), and American Depositary Shares, each representing five Class A Ordinary Shares (the ADSs) of iClick
Interactive Asia Group Limited, a company incorporated in the Cayman Islands (the Issuer).
Except as set forth herein, the Original
Schedule 13D is unmodified and remains in full force and effect as to the Reporting Persons. Capitalized terms used but not defined herein shall have the meaning set forth in the Original Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 in the Original Schedule 13D is amended and supplemented by inserting the following:
On November 24, 2023, the Issuer entered into an Agreement and Plan of Merger (the Merger Agreement) with TSH Investment Holding
Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (Parent) and TSH Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman
Islands and a wholly-owned subsidiary of Parent (Merger Sub), pursuant to which, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Issuer, with the Issuer continuing as the surviving company
and becoming a wholly-owned subsidiary of Parent (the Merger). The descriptions of the Merger and of the Merger Agreement set forth in Item 4 below are incorporated by reference in their entirety in this Item 3. The information
disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 99.4 and is incorporated herein by reference in its entirety.
It is anticipated that the Buyer Group will fund the Merger through a combination of (i) equity financing provided by the Sponsor (as defined below) in
an aggregate amount of up to US$8,000,000 in cash pursuant to the Equity Commitment Letter (as defined below), (ii) rollover financing comprised of the Rollover Shares (as defined below) pursuant to the Support Agreement (as defined below), and
(iii) debt financing provided by New Age SP II (the Lender) pursuant to a facility agreement, dated as of November 24, 2023 (the Facility Agreement), by and between Merger Sub and Lender. A copy of the
Facility Agreement is filed as Exhibit 99.8 and is incorporated herein by reference in its entirety.
The information set forth in Item 4 of this
Amendment No. 2 is incorporated herein by reference in its entirety.
Item 4. Purpose of Transaction.
Item 4 in the Original Schedule 13D is amended and supplemented by inserting the following:
On November 24, 2023, the Issuer announced in a press release that it had entered into the Merger Agreement with Parent and Merger Sub, pursuant to
which, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Issuer, with the Issuer continuing as the surviving company and becoming a wholly-owned subsidiary of Parent.
Pursuant to the Merger Agreement, at the effective time of the Merger (the Effective Time), each Ordinary Share issued and outstanding
immediately prior to the Effective Time, will be cancelled in exchange for the right to receive US$0.816 in cash per Ordinary Share without interest, except for (i) the Ordinary Shares held by Parent and Merger Sub, (ii) the Ordinary
Shares held by the Issuer and any of its subsidiaries or in its treasury, (iii) the Ordinary Shares owned by Jianjun Huang, Marine Central Limited, Creative Big Limited, Cheer Lead Global Limited, Huge Superpower Limited, Capable Excel Limited,
Infinity Global Fund SPC, Integrated Asset Management (Asia) Limited, Chan Nai Hang, Likeable Limited, Tsang Hing Sze, Lau Ying Wai, Chik Yu Chung Roni, Tse Kok Yu Ryan, Imen Pang, Zhao Yong, Yang Xin and the Reporting Persons (such shareholders
collectively, the Rollover Shareholders, and such Ordinary Shares, the Rollover Shares), (iv) the Ordinary Shares held by the