SEC Comment Letter 0000000000-24-000583 to iClick Interactive Asia Group Ltd (ICLK) (CIK 0001697818) (AMBR)
iClick Interactive Asia Group Ltd (ICLK) (CIK 0001697818)
Date: Jan. 17, 2024 · CIK: 0001697818 · Accession: 0000000000-24-000583
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo January 17, 2024 Jian Tang Chief Executive Officer iClick Interactive Asia Group Limited Prosperity Millennia Plaza 663 King’s Road, Quarry Bay Hong Kong Re:iClick Interactive Asia Group Limited Schedule 13E-3/A filed January 10, 2024 by Jian Tang et al. File No. 005-90348 Dear Jian Tang: We have reviewed your filing and have the following comment. Please respond to this comment by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Schedule 13E-3/A filed January 10, 2024 General 1.Refer to comment three, which we reissue in part. In this respect, we note your statement that "[e]xcept for the disclosure as revised and summarized in the amended proxy statement ... there were no substantive discussions with or presentations by Houlihan Lokey concerning the financial analysis or fairness of the Merger Consideration." However, Item 1015(a) of Regulation M-A and Item 9 of Schedule 13E-3 require disclosure about any report, opinion or appraisal that is materially related to the transaction, not simply those relating to the financial analysis or fairness of the Merger Consideration. Please revise or advise. Among other matters, your response should make clear whether Houlihan Lokey provided written materials to a filing person or its representatives that have not already been filed as exhibits. If so, but you do not believe those materials must be filed or described in your filing, your response should outline your views on why those materials are not materially related to the going private transaction. We remind you that the filing persons are responsible for the accuracy and adequacy of
FirstName LastNameJian Tang Comapany NameiClick Interactive Asia Group Limited January 17, 2024 Page 2 FirstName LastName Jian Tang iClick Interactive Asia Group Limited January 17, 2024 Page 2 their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Blake Grady at 202-551-8573 or Tina Chalk at 202-551- 3263. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
Show Raw Text
United States securities and exchange commission logo
January 17, 2024
Jian Tang
Chief Executive Officer
iClick Interactive Asia Group Limited
Prosperity Millennia Plaza
663 King’s Road, Quarry Bay
Hong Kong
Re:iClick Interactive Asia Group Limited
Schedule 13E-3/A filed January 10, 2024 by Jian Tang et al.
File No. 005-90348
Dear Jian Tang:
We have reviewed your filing and have the following comment.
Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Schedule 13E-3/A filed January 10, 2024
General
1.Refer to comment three, which we reissue in part. In this respect, we note your statement
that "[e]xcept for the disclosure as revised and summarized in the amended proxy
statement ... there were no substantive discussions with or presentations by Houlihan
Lokey concerning the financial analysis or fairness of the Merger
Consideration." However, Item 1015(a) of Regulation M-A and Item 9 of Schedule 13E-3
require disclosure about any report, opinion or appraisal that is materially related to the
transaction, not simply those relating to the financial analysis or fairness of the Merger
Consideration. Please revise or advise. Among other matters, your response should make
clear whether Houlihan Lokey provided written materials to a filing person or its
representatives that have not already been filed as exhibits. If so, but you do not believe
those materials must be filed or described in your filing, your response should outline your
views on why those materials are not materially related to the going private transaction.
We remind you that the filing persons are responsible for the accuracy and adequacy of
FirstName LastNameJian Tang
Comapany NameiClick Interactive Asia Group Limited
January 17, 2024 Page 2
FirstName LastName
Jian Tang
iClick Interactive Asia Group Limited
January 17, 2024
Page 2
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Blake Grady at 202-551-8573 or Tina Chalk at 202-551-
3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions