SCHEDULE 13D: Investor Lin Yu-Fan Acquires 5.8% Stake in iClick Interactive Asia Group Amidst Amber DWM Merger

Lin Yu-Fan and Emerald Prosperity Holdings Ltd have acquired a 5.8% beneficial ownership in iClick Interactive Asia Group Limited for $4.1 million, citing the ongoing merger with Amber DWM Holding Limited as an attractive investment opportunity.

Summary

• Lin Yu-Fan, a private equity and venture capital investor, and Emerald Prosperity Holdings Ltd, a British Virgin Islands company where Mr. Lin is the sole shareholder and director, have jointly filed a Schedule 13D.
• The Reporting Persons acquired 2,549,415 Class A Ordinary Shares of iClick Interactive Asia Group Limited (NASDAQ: ICLK) from Creative Big Limited.
• The acquisition was made for a total consideration of US$4,100,000.00, funded by Mr. Lin's personal funds, implying a purchase price of approximately $1.608 per share.
• This stake represents 5.8% of the total ordinary shares outstanding of iClick Interactive Asia Group Limited, based on 43,786,873 ordinary shares as of June 30, 2024.
• The Reporting Persons stated their purpose for the acquisition was for investment, believing the shares represent an attractive opportunity in light of iClick's definitive Agreement and Plan of Merger with Amber DWM Holding Limited.
• The merger, announced on November 29, 2024, involves Amber DWM becoming a wholly-owned subsidiary of iClick, with Amber DWM shareholders receiving newly issued Class A and Class B ordinary shares of iClick.
• The merger transactions were approved at iClick's extraordinary general meeting of shareholders held on January 3, 2025.
• The seller, Creative Big Limited, was party to a prior voting agreement restricting share sales until the merger's closing, but this restriction was waived for the transaction with Emerald Prosperity Holdings Ltd.

Sentiment

Score: 7

Explanation: The sentiment is generally positive from the acquirer's perspective, as they view the investment as an 'attractive opportunity' in the context of a strategic merger. The document is a factual disclosure of an acquisition, not a performance report, so the sentiment reflects the stated investment thesis.

Positives

• The Reporting Persons view the acquisition as an 'attractive investment opportunity' in light of the ongoing merger, indicating confidence in the Issuer's strategic direction.
• The merger with Amber DWM, a digital wealth management business, suggests strategic growth and diversification for iClick Interactive Asia Group Limited.

Risks

• The completion of the merger is subject to the satisfaction of closing conditions set forth in the Merger Agreement, including regulatory/stock exchange approvals (if applicable), despite shareholder approval already being obtained.
• The Purchaser acknowledges the potential for 'Purchaser Excluded Information' (information not known to the Purchaser that may be material and adverse to their interest) and waives claims related to its non-disclosure, indicating inherent information asymmetry in the transaction.
• The Seller acknowledges the potential for 'Seller Excluded Information' (information not known to the Seller that may indicate a substantially greater value for the shares) and waives claims related to its non-disclosure, also highlighting information asymmetry.
• The Purchaser acknowledges the risk of significant depreciation in the value of the Shares and that a future sale may be at a discount to the purchase price.

Future Outlook

The Reporting Persons acquired the shares for investment purposes, believing they represent an attractive opportunity in light of the ongoing merger between iClick Interactive Asia Group Limited and Amber DWM Holding Limited. While no other specific plans or proposals regarding the Issuer are currently in place, the Reporting Persons may formulate additional purposes, plans, or proposals in the future.

Management Comments

• The Reporting Persons acquired the Class A Ordinary Shares for investment purposes because they believe that these shares represent an attractive investment opportunity in light of the Merger.

Industry Context

This acquisition highlights the ongoing consolidation and strategic shifts within the technology and digital wealth management sectors. iClick Interactive Asia Group Limited's merger with Amber DWM, a digital wealth management business, signifies a move towards expanding its service offerings and market reach, aligning with broader industry trends of integrating financial technology solutions.

Stakeholder Impact

• **Shareholders:** The acquisition by Lin Yu-Fan and Emerald Prosperity Holdings Ltd represents a new significant shareholder, potentially influencing future corporate decisions and strategic direction. The ongoing merger with Amber DWM is expected to impact the company's business model and potentially its share structure (issuance of new Class A and Class B shares).
• **Company (iClick Interactive Asia Group Limited):** The transaction brings new investment and aligns with the strategic merger, which aims to expand the company's digital wealth management capabilities.

Next Steps

• Completion of the merger between iClick Interactive Asia Group Limited and Amber DWM Holding Limited, subject to remaining closing conditions including potential regulatory/stock exchange approvals.

Key Dates

Keywords

iClick Interactive Asia Group Limited, ICLK, Schedule 13D, Share acquisition, Beneficial ownership, Merger, Amber DWM Holding Limited, Digital wealth management, Investment, Lin Yu-Fan, Emerald Prosperity Holdings Ltd, SEC filing