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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
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.
FirstName LastNameJian Tang Sincerely,
Comapany NameiClick Interactive Asia Group Limited
Division of
Corporation Finance
January 17, 2024 Page 2 Office of Mergers &
Acquisitions
FirstName LastName