SC 13G/A 1 iclk-sc13ga.htm SC 13G/A iclk-sc13ga.htm

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

 

(Amendment No.2)*

 

iClick Interactive Asia Group Limited

 

(Name of Issuer)

 

Class A ordinary shares, par value of $0.001 per share

 

(Title of Class of Securities)

 

G47048 106

 

(CUSIP Number)

 

December 31, 2020

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

o

Rule 13d-1(b)

 

 

o

Rule 13d-1(c)

 

 

X

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1

Names of Reporting Persons Wing Hong Sammy Hsieh

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

3

SEC Use Only

 

 

 

4

Citizenship or Place of Organization Hong Kong S.A.R.

 

 

 

5

Sole Voting Power

 

 

 

126,448

 

Number of

 

 

 

6

Shared Voting Power

 

Shares

 

 

2,500,580 ordinary shares. See Item 4.

 

Beneficially

 

 

 

 

 

Owned by

 

 

 

Each

7

Sole Dispositive Power

 

Reporting

 

 

126,448

 

Person With:

 

 

 

 

 

 

8

Shared Dispositive Power

 

 

 

2,500,580 ordinary shares. See Item 4.

 

 

 

 

 

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

2,627,028 ordinary shares. See Item 4.

 

 

 

10

Check if the Aggregate Amount in Row (9)

Excludes Certain Shares o

 

 

 

11

Percent of Class Represented by Amount in Row (9) 5.8%See Item 4.

 

 

 

12

Type of Reporting Person

 

IN

 

2

 

 

 

1

Names of Reporting Persons Bubinga Holdings Limited

 

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

 

3

SEC Use Only

 

 

 

4

Citizenship or Place of Organization British Virgin Islands

 

 

 

5

Sole Voting Power

 

 

 

0

 

Number of

 

 

 

6

Shared Voting Power

 

Shares

 

 

2,500,580 ordinary shares. See Item 4.

 

Beneficially

 

 

 

 

 

Owned by

 

 

 

Each

7

Sole Dispositive Power

 

Reporting

 

 

0

 

Person With:

 

 

 

 

 

 

8

Shared Dispositive Power

 

 

 

2,500,580 ordinary shares. See Item 4.

 

 

 

 

 

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person 2,500,580 ordinary shares. See Item 4

 

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

 

11

Percent of Class Represented by Amount in Row (9) 5.5%. See Item 4.

 

 

 

12

Type of Reporting Person

 

CO

 

3

 

 

Item 1(a).

 

Item 1(b).

 

 

 

 

 

Item 2(a).

 

 

 

Item 2(b).

 

 

 

 

 

 

 

 

 

Item 2(c).

 

 

 

Item 2(d).

 

 

 

 

Item 2(e).

 

 

 

Item 3.

Name of Issuer:

 

iClick Interactive Asia Group Limited (the “Issuer”)

 

Address of Issuer’s Principal Executive Offices:

 

15/F, Prosperity Millennia Plaza

 

663 King’s Road, Quarry Bay

 

Hong Kong S.A.R.

 

Name of Person Filing:

 

Wing Hong Sammy Hsieh

 

Bubinga Holdings Limited

 

Address of Principal Business Office, or, if none, Residence:

 

Wing Hong Sammy Hsieh

 

15/F, Prosperity Millennia Plaza

 

663 King’s Road, Quarry Bay

 

Hong Kong S.A.R.

 

Bubinga Holdings Limited

 

Vistra Corporate Services Centre

 

Wickhams Cay II

 

 

Road Town, Tortola, VG1110

 

British Virgin Islands

 

Citizenship:

 

Wing Hong Sammy Hsieh — Hong Kong S.A.R.

 

Bubinga Holdings Limited — British Virgin Islands

 

Title of Class of Securities:

 

Class A ordinary shares, par value of $0.001 per share (the “Class A Ordinary Shares”). The Issuer’s ordinary shares consist of Class A Ordinary Shares and Class B ordinary shares, par value of $0.001 per share (“Class B Ordinary Shares”). The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights and voting rights. Each Class B Ordinary Share is convertible at the option of the holder at any time into one Class A Ordinary Share. Each Class B Ordinary Share is entitled to twenty (20) votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.

 

 

CUSIP No.:

 

G47048 106

 

 

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

 

Not applicable

 

4

 

 

 

Item 4.Ownership

 

The following information with respect to the ownership of the Class A Ordinary Shares by each of the reporting persons is provided as of December 31, 2020:

 

 

 

 

 

 

 

Sole Power

 

 

 

Sole Power

 

Shared

 

 

 

 

 

 

to

 

Shared

 

to Dispose

 

Power to

 

 

Amount

 

Percent

 

Vote or

 

Power

 

or to

 

Dispose or to

 

 

Beneficially

 

of

 

Direct

 

to Vote or to

 

Direct the

 

Direct the

Reporting Person:

 

Owned:

 

Class:(1)

 

the Vote:

 

Direct the Vote:

 

Disposition of:

 

Disposition of:

Wing Hong Sammy Hsieh

 

2,627,028(2)

 

5.8%

 

126,448

 

2,500,580 (2)

 

126,448

 

2,500,580 (2)

Bubinga Holdings Limited

 

2,500,580(3)

 

5.5%

 

0

 

2,500,580 (3)

 

0

 

2,500,580 (3)

 

 

(1) The percentages of the class of securities beneficially owned by each reporting person is based on 45,205,666 ordinary shares, comprised of 40,385,058 Class A Ordinary Shares and 4,820,608 Class B Ordinary Shares, outstanding as of September 30, 2020, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on November 24, 2020, and the number of ordinary shares such person or group has the right to acquire upon the exercise of options, warrants or other rights within 60 days after December 31, 2020.

(2) Includes (i) 2,500,580 Class B Ordinary Shares held by Bubinga Holdings Limited, which may be converted into 2,500,580 Class A Ordinary Shares at any time by the holder thereof; (ii) 116,031 Class A Ordinary Shares held by Mr. Wing Hong Sammy Hsieh; and (iii) 10,417 Class A Ordinary Shares that Mr. Wing Hong Sammy Hsieh has the right to obtain upon conversion of certain restricted share units it holds. Mr. Wing Hong Sammy Hsieh is the sole director of Bubinga Holdings Limited.

 

(3) Includes 2,500,580 Class B Ordinary Shares held by Bubinga Holdings Limited, which may be converted into 2,500,580 Class A Ordinary Shares at any time by the holder thereof.

 

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable

 

 

 

 

 

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

 

 

 

 

 

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

 

or Control Person

Not applicable

 

 

 

 

 

 

 

Item 8.

Identification and Classification of Members of the Group

Not applicable

 

 

 

 

 

 

 

Item 9.

Notice of Dissolution of Group

Not applicable

 

 

 

 

 

 

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

Item 10.Certifications

 

Not applicable

 

SIGNATURE

 

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.

 

Dated: February 10, 2021

 

 

Wing Hong Sammy Hsieh

 

/s/ Wing Hong Sammy Hsieh

 

Bubinga Holdings Limited

 

By:

/s/ Wing Hong Sammy Hsieh

 

 

 

Name:

Wing Hong Sammy Hsieh

 

 

 

Title:

Director

 

 

6

 

 

 

 

 

 

 

 

 

 

                                                                     LIST OF EXHIBITS

 

Exhibit 99.1 — Joint Filing Agreement

 

7