Disposals and Strategic Realignment - The company disposed of its mainland China enterprise solutions business for a consideration of US$80,000 in September 2024, aiming to optimize operations and enhance profitability in the SaaS sector [37]. - In November 2024, the company disposed of its demand side marketing solutions business in mainland China for RMB1 million, aligning with a strategic scale-down of lower-margin businesses due to macro-economic uncertainties [38]. - Following the disposals, the company continues to operate its supply side marketing solutions in mainland China and marketing solutions in Hong Kong and overseas [39]. - The company completed disposals in 2024 as part of its strategic realignment efforts [172]. Merger and Acquisition Activities - The company entered into a merger agreement with Amber DWM Holding Limited, with the merger closing on March 12, 2025, resulting in a name change to "Amber International Holding Limited" and a new ticker symbol "AMBR" on Nasdaq [45]. - The merger involves the acquisition of 100% equity interest in WhaleFin Markets Limited and restructuring of certain contracts, pending local regulatory approvals [43]. - The company has expanded its business through acquisitions and strategic investments, but these may divert management's attention and pose integration challenges [189]. Regulatory Environment and Compliance Risks - The company has filed a special report with the Chinese Securities Regulatory Commission (CSRC) post-disposals, indicating it is no longer subject to the filing requirements under the China Overseas Listing Filing Rules [47]. - The company does not expect to be affected by the Holding Foreign Companies Accountable Act (HFCA Act) but acknowledges uncertainties regarding future regulatory actions that could impact its U.S. listing status [54]. - The regulatory environment in Hong Kong and mainland China is complex and evolving, which could adversely affect the company's business operations [179]. - The company may face significant legal and operational risks due to the evolving regulatory landscape in Hong Kong and mainland China, which could adversely affect its business operations [182]. - The company is subject to review under domestic and foreign laws regarding foreign investments, which may impose additional costs and limit strategic transactions [186]. Financial Performance and Risks - The company incurred net losses from continuing operations of $43.7 million, $13.7 million, and $24.0 million in 2022, 2023, and 2024, respectively [171]. - As of December 31, 2023 and 2024, the company had accumulated deficits of $460.8 million and $489.4 million, respectively [171]. - Operating cash outflows from continuing operations were $11.3 million, $11.4 million, and $12.5 million in 2022, 2023, and 2024, respectively [171]. - Increased labor costs in Hong Kong, Singapore, and Dubai may adversely impact the company's financial condition and results of operations [204]. - The company relies on cash generated from financing activities, including IPOs and bank borrowings, to finance operations, and may face difficulties in obtaining additional capital [194]. Cybersecurity and Data Privacy Risks - The company may face increased competition from local providers in international markets, necessitating product and pricing adaptations [109]. - Cyberattacks and security breaches could harm the company’s reputation and lead to significant regulatory scrutiny and financial exposure [123]. - The company has experienced security breaches due to human error, insider threats, and system vulnerabilities, which may continue to increase operational costs over time [129]. - The company faces risks related to the handling of sensitive client data, which could lead to reputational harm and legal consequences if not adequately protected [142]. - Any failure to comply with data privacy regulations may result in governmental enforcement actions and could adversely affect the company's financial condition and prospects [147]. Market and Competitive Landscape - The company faces significant competition from both crypto-native firms and traditional financial services providers, which may require adjustments in fees and operational expenses to attract clients [91]. - The rapid evolution of the cryptoeconomy necessitates continuous innovation in products and services to avoid obsolescence and maintain revenue growth [104]. - The company emphasizes the importance of maintaining and enhancing its brand and reputation as key assets for business success, particularly in the competitive financial services and cryptoeconomy sectors [89]. - The company faces challenges in client retention and engagement, which are critical for its revenue growth [174]. Digital Asset Market Dynamics - The company's operating results are highly dependent on the prices of digital assets and transaction volumes; declines in these metrics could adversely affect financial condition [79]. - Digital asset prices have historically been volatile, with significant fluctuations observed in 2017 and 2022, impacting overall market confidence [80]. - The volatility of digital asset prices is significant, influenced by speculation and market adoption, which can adversely affect trading volumes and financial performance [213]. - The concentration of ownership in certain digital assets can lead to price volatility, as large sales by a small group of holders may adversely affect market prices [214]. - Political or economic crises could trigger large-scale sales of digital assets, adversely affecting their values and the company's financial condition [229]. Operational and Technological Challenges - The complexity of international operations presents challenges in compliance with diverse legal and regulatory systems, which could impact business expansion efforts [106]. - The reliance on third-party technology and service providers introduces risks that could disrupt operations and adversely affect financial results [137]. - The success of digital asset platforms relies on stable internet infrastructure, and any failures could adversely affect the company's investment and trading strategies [232]. - Technical issues during the integration of digital assets may lead to disruptions or security weaknesses, impacting the company's business operations [233].

Core Viewpoint - iClick Interactive Asia Group Limited is progressing towards closing its merger with Amber DWM Holding Limited, with final Nasdaq approval for the post-merger listing, and will be renamed Amber International Holding Limited, trading under the ticker symbol AMBR starting March 13, 2025 [1][6]. Group 1: Merger Details - The merger involves Merger Sub merging with Amber DWM, which will continue as the surviving entity and become a wholly-owned subsidiary of iClick [3]. - The merger agreement includes a restructuring plan where Amber DWM will acquire 100% equity interest in WhaleFin Markets Limited and certain subsidiaries will assume rights and obligations under contracts of WhaleFin Technologies Limited [3][4]. - The parties have entered into a Framework Agreement to amend and waive certain closing conditions, allowing for alternative arrangements to maintain economic benefits during the regulatory approval process [4]. Group 2: Regulatory Approvals - Local regulatory approvals are required for the DWM Asset Restructuring and for iClick to become a controller in Sparrow Tech Private Limited, an indirect subsidiary of Amber DWM [3]. - The Framework Agreement allows for the completion of the DWM Asset Restructuring and the transition of Sparrow Tech Private Limited to become an indirect subsidiary of iClick upon receiving the necessary regulatory approvals [4]. Group 3: Nasdaq Listing - Nasdaq approval for the listing was received on March 11, 2025, with all conditions precedent to the merger closing expected to be satisfied [6]. - The American Depositary Shares (ADSs), representing five Class A ordinary shares, will begin trading on the Nasdaq Global Market under the new name Amber International Holding Limited and the new ticker symbol AMBR on or about March 13, 2025 [6].

Core Viewpoint - iClick Interactive Asia Group Limited reported a decline in total revenue for the first half of 2024, primarily due to a decrease in marketing solutions revenue, while enterprise solutions showed growth. The company is focusing on improving financial performance and exploring strategic growth opportunities [1][3]. Financial Metrics - Total revenue from continuing operations for the first half of 2024 was US$14.2 million, down from US$17.0 million in the same period of 2023, representing a 16% decrease [2]. - Revenue from Marketing Solutions decreased to US$9.3 million, a 26% decline from US$12.7 million in the first half of 2023 [2][3]. - Revenue from Enterprise Solutions increased by 13% year-over-year to US$4.9 million, up from US$4.3 million [2][3]. - Gross profit from continuing operations was US$8.1 million, down from US$9.3 million, with a gross profit margin improvement to 56.9% from 54.6% [2][4]. - The net loss from continuing operations improved to US$1.3 million from US$10.3 million in the first half of 2023 [2][6]. Operating Metrics - Gross billing from continuing operations was US$23.1 million, down from US$30.0 million, reflecting the company's strategy to reduce lower margin and higher risk businesses [2][8]. - Total operating expenses decreased to US$12.4 million from US$14.1 million, attributed to cost optimization efforts [5]. Discontinued Operations - The net loss from discontinued operations was US$5.1 million, significantly improved from US$18.3 million in the first half of 2023, aided by cost optimization and a gain on disposal of discontinued operations amounting to US$2.6 million [2][9]. Cash Position - As of June 30, 2024, the company had cash and cash equivalents, time deposits, and restricted cash totaling US$70.2 million, an increase from US$41.3 million as of December 31, 2023 [9].

Group 1 - The company has successfully closed the disposal of its demand side marketing solutions business in mainland China as per the share purchase agreement dated September 11, 2024 [1] - The company aims to enhance operational efficiency and realign its business focus to adapt to market trends, which is expected to improve liquidity and profitability, contributing to long-term shareholder value [2] - iClick Interactive Asia Group Limited, founded in 2009, is a leading online marketing and enterprise solutions provider in Asia, offering a full suite of data-driven solutions to drive business growth and profitability [3]

Core Points - iClick Interactive Asia Group Limited has appointed WWC, P.C. Certified Professional Accountants as its new independent registered public accounting firm effective September 30, 2024, replacing PricewaterhouseCoopers [1] - The appointment was approved by the audit committee of the board of directors [1] - PricewaterhouseCoopers declined to stand for re-election as the Company's independent registered public accounting firm [1] Financial Reporting - PwC's reports on the Company's consolidated financial statements for the fiscal years ended December 31, 2023, and 2022 contained no adverse opinion or disclaimer of opinion and were not qualified or modified regarding uncertainty, audit scope, or accounting principles [2] - There were no disagreements between the Company and PwC on accounting principles or practices, financial statement disclosure, or auditing scope during the fiscal years ended December 31, 2023, and 2022, and the interim period through September 30, 2024 [2] - There were no reportable events except for material weaknesses related to the Company's internal control over financial reporting as disclosed in the annual report [2] Consultation with New Auditor - During the fiscal years ended December 31, 2023, and 2022, and the interim period through September 30, 2024, the Company did not consult with WWC regarding accounting principles or audit opinions [3] - No written report or oral advice was provided by WWC that was considered an important factor in the Company's decision-making regarding accounting, auditing, or financial reporting issues [3] Transition and Acknowledgment - The Company expressed gratitude to PwC for their professionalism and quality of services over the past years [4] - The Company is working closely with both PwC and WWC to ensure a seamless transition [4] Company Overview - iClick Interactive Asia Group Limited, founded in 2009, is a leading marketing cloud platform in China, providing data-driven solutions to help brands achieve business growth and profitability throughout the consumer lifecycle [5]

Core Viewpoint - iClick Interactive Asia Group Limited has executed a definitive agreement to sell its demand side marketing solutions business in mainland China to SiAct Inc. for RMB1 million, aligning with its strategy to scale down lower-margin and higher-risk businesses in the marketing solutions segment [1][2]. Group 1: Strategic Rationale - The disposal is part of the company's ongoing strategy to optimize operations and realign business focus in response to market trends and uncertainties in the macro-economic environment since the COVID-19 pandemic [2]. - The advertising market in mainland China has experienced a broad-based slowdown, impacting profitability and cash flows in the cash-intensive marketing solutions segment [2]. - The company aims to concentrate resources on higher-margin service offerings, enhancing operational efficiency and balancing risks, which is expected to generate greater and lasting shareholder value [2]. Group 2: Financial Arrangements - Prior to the closing of the disposal, the company will provide a loan of RMB20 million to the disposed business to support ongoing operations during the transition period, which may be extended for up to 12 months [3]. - The company has also agreed to repay approximately US$35 million in outstanding loans previously extended by three banks to the disposed business within six months following the execution of the agreement [3]. Group 3: Approval and Conditions - The disposal is subject to approval from the company's shareholders, with a meeting scheduled for September 30, 2024, to consider and approve the transaction [4]. - The closing of the disposal is not guaranteed, as conditions precedent must be satisfied or waived, and either party may terminate the agreement if the closing does not occur within 90 days [5].

Core Viewpoint - iClick Interactive Asia Group Limited has announced the sale of its equity interest in Tetris Media Limited to BeihaiOne Limited, aiming to optimize operations and enhance profitability in response to market trends in the SaaS sector [1][2][3] Company Strategy - The disposal of Tetris and its subsidiaries is part of a strategic move to realign the company's focus and improve operational efficiency [2][3] - The company will continue its enterprise solutions business in Hong Kong and marketing solutions business in mainland China, Hong Kong, and overseas after the disposal [2] Financial Details - The consideration for the disposal is US$80,000, which reflects the market value of Tetris and its subsidiaries as assessed by an independent third-party valuer [3] - The decision to dispose of Tetris was approved by the company's board of directors following recommendations from the audit committee [3] Market Context - The CEO of iClick highlighted that uncertain macroeconomic conditions and intense competition in the SaaS market have led to reduced segment margins and operating cash flows [3] - The company is committed to ongoing cost optimization efforts to enhance operational efficiency and financial performance [3] Company Background - iClick Interactive Asia Group Limited, founded in 2009, is a leading enterprise and marketing cloud platform in China, focusing on empowering brands with data-driven solutions [4]

Core Viewpoint - iClick Interactive Asia Group Limited has appointed Mr. Winson Ip as an independent director and chairperson of the audit committee, effective June 24, 2024, following the resignation of Mr. Matthew Fong, who left without any disagreement with the company [1][3]. Group 1: Appointment Details - Mr. Winson Ip brings over 20 years of extensive experience in financial and operational management, compliance, ESG management, investment, mergers and acquisitions, investor relations, accounting, and auditing [2]. - Mr. Ip has held various leadership roles, including positions at Deewin Tianxia Co., Ltd, Beijing Beida Jade Bird Universal Sci-Tech Company Limited, and Sincere Watch (Hong Kong) Limited [2]. - The addition of Mr. Ip is expected to provide additional guidance and leadership to iClick, leveraging his insights to achieve corporate goals [3]. Group 2: Company Background - iClick Interactive Asia Group Limited, founded in 2009, is a leading enterprise and marketing cloud platform in China, focused on empowering global brands to unlock market potential in smart retail [4]. - The company operates in ten locations across Asia and Europe, offering a full suite of data-driven solutions to drive business growth and profitability throughout the consumer lifecycle [4].

Core Insights - iClick Interactive Asia Group Limited filed its annual report on Form 20-F for the fiscal year ended December 31, 2023, with the U.S. Securities and Exchange Commission on June 20, 2024 [1] - The annual report includes audited consolidated financial statements and is accessible on both the SEC's website and the company's investor relations website [1] Company Overview - Founded in 2009, iClick Interactive Asia Group Limited is a leading enterprise and marketing cloud platform in China [2] - The company's mission is to empower worldwide brands to unlock the market potential of smart retail through data-driven solutions [2] - iClick operates in ten locations across Asia and Europe, leveraging proprietary technologies to drive business growth and profitability throughout the consumer lifecycle [2]

Regulatory Compliance and Risks - The company is classified as a "Stock Enterprise" under the Overseas Listing Filing Rules, allowing it to delay filing until a subsequent overseas offering occurs[18]. - The company must file with the CSRC for follow-on securities offerings within three business days after completion, or face administrative penalties[18]. - As of the report date, the company has not received any notice from PRC authorities identifying it as a critical information infrastructure operator[24]. - The PRC Data Security Law and Personal Information Protection Law impose new obligations on data-related activities, effective from September 1, 2021, and November 1, 2021, respectively[25]. - The company has not been subject to any cybersecurity review by the CAC as of the report date[31]. - Regulatory changes in China may impact the company's ability to conduct overseas offerings and could lead to sanctions or operational restrictions[31]. - The company is closely monitoring regulatory developments regarding approvals from the CSRC and CAC for overseas listings[28]. - The company may need to undergo additional compliance requirements due to evolving regulations in China[30]. - The company cannot guarantee timely compliance with new filing requirements for future offerings, which may affect its capital raising capabilities[18]. - The company faces risks associated with its corporate structure, particularly regarding its contractual arrangements with VIEs, which could lead to severe penalties or deconsolidation if PRC regulations change[36]. - Cash transfers between the company, its subsidiaries, and VIE entities are subject to PRC laws, which may restrict the availability of funds for use outside mainland China[37]. - The PRC government imposes controls on the convertibility of Renminbi into foreign currencies, which may restrict the company's ability to pay dividends or satisfy foreign currency obligations[38]. - The company is subject to complex and evolving laws and regulations in China, which could materially affect its operations and ability to raise capital[84]. - The company has not identified any new PRC laws that would directly affect its current corporate structure, but future changes could pose risks[213]. - The effectiveness of the company's control over its VIE may be impaired if third parties claim interests in the shareholder's equity[215]. - The company continues to rely on its contractual arrangements to conduct operations in China, particularly in online marketing[214]. - The PRC government may take actions that could materially and adversely affect the company's business and results of operations[213]. Financial Performance - Total net revenues for the year ended December 31, 2023, were $133.2 million, a decrease from $169.1 million in 2022, representing a decline of approximately 21.2%[60]. - Gross profit for the year ended December 31, 2023, was $34.8 million, compared to a gross loss of $4.1 million in 2022[60][63]. - Operating expenses totaled $75.7 million for the year ended December 31, 2023, an increase from $190.0 million in 2022, indicating a significant reduction in costs[60][63]. - The net loss attributable to iClick Interactive Asia Group Limited's ordinary shareholders for the year ended December 31, 2023, was $38.7 million, compared to a net loss of $200.9 million in 2022, reflecting an improvement of approximately 80.7%[60][63]. - Third-party net revenues for the year ended December 31, 2023, were $102.1 million, down from $138.3 million in 2022, a decrease of about 26.1%[60][63]. - Research and development expenses for the year ended December 31, 2023, were $7.5 million, compared to $9.2 million in 2022, showing a reduction of approximately 18.5%[60][63]. - The company reported a gross profit margin of approximately 26.1% for the year ended December 31, 2023, compared to a gross loss margin in 2022[60][63]. - Total assets increased to $163.704 billion as of December 31, 2023, compared to $221.782 billion in the previous year[53]. - Cash and cash equivalents rose to $50.766 billion, up from $82.754 billion year-over-year[53]. - Total liabilities decreased to $122.452 billion from $156.072 billion in the previous year[53]. - Shareholders' equity remained stable at $37.125 billion, consistent with the previous year's figure[53]. - Accounts receivable, net, increased to $56.752 billion, compared to $64.556 billion in the prior year[53]. - Deferred revenue stood at $12.390 billion, a decrease from $16.975 billion year-over-year[53]. - The company reported accrued liabilities and other current liabilities of $25.326 billion, down from $30.539 billion in the previous year[53]. - Bank borrowing decreased to $38.406 billion from $44.283 billion year-over-year[53]. - Non-controlling interests increased to $4.127 billion, compared to $4.359 billion in the previous year[53]. - Total equity decreased to $41.252 billion from $79.289 billion year-over-year[53]. Operational Challenges - The company has faced significant operational disruptions due to the COVID-19 pandemic over the past three years[197]. - The average wages in China are expected to continue increasing, which may adversely affect the company's financial condition and results of operations[200]. - The company is exposed to operational risks from employee misconduct and errors, which could adversely affect its business[198]. - The company has made significant investments in brand promotion, which may not yield increased revenue[195]. - The company is vulnerable to natural disasters and health epidemics, which could disrupt operations and affect business results[196]. - The company faces challenges in maintaining high-quality technical support, which is critical for client retention and satisfaction[161]. - Increased demand for support services without corresponding revenues could adversely affect the company's operating results[162]. - The company faces challenges in data collection due to potential restrictions from consumer choices and regulatory changes, which could impair algorithm performance[133][135]. - The effectiveness of the company's solutions may be compromised if users block cookies or modify privacy settings, affecting data collection[136][137]. - The company faces pricing pressure and implementation challenges in its enterprise solutions, which may delay revenue recognition for complex transactions[104]. - A downturn in the global economy could reduce customer demand and their ability to pay for the company's solutions, adversely impacting business performance[101]. - The company’s enterprise solutions business relies on the successful execution of the "SaaS+X" model, which may lead to lower overall margins compared to pure SaaS products[100]. - The company’s contracts with content distribution channels are generally for one year, lacking long-term obligations, which may affect access to content distribution opportunities[116]. - The company’s ability to attract and retain clients is challenged by competition from established internet companies and marketing agencies[121]. - The company’s financial performance may be adversely affected by the inability to address unexpected risks in the enterprise solutions segment[101]. Strategic Initiatives and Future Outlook - The company plans to focus on market expansion and new product development in the upcoming fiscal year to drive revenue growth[60]. - The company has developed a business plan to maintain gross profit and control operating costs, projecting cash flows for the next twelve months[90]. - The company launched its SaaS-based enterprise solutions in May 2018, anticipating increased competition in this evolving market in China[124]. - The acceptance and growth of online marketing technology solutions and enterprise solutions in China are uncertain, potentially affecting future business growth[126]. - The company has expanded its business through acquisitions and strategic investments, which may pose integration challenges and dilute shareholder value[171]. Intellectual Property and Compliance - The company is subject to PRC regulations on internet content, which could lead to penalties if objectionable content is displayed on its platform[143]. - The company must ensure compliance with the PRC Advertising Law, which requires examination of advertising content for legal compliance[156]. - The company has identified two material weaknesses in its internal control over financial reporting as of December 31, 2023, related to insufficient accounting personnel and lack of an updated manual of accounting policies[178]. - The company has not conducted trademark clearance searches in the United States, which may limit its ability to enforce and protect its trade names or trademarks effectively[170]. - The company acknowledges that its internal controls may not prevent all errors or fraud, which could lead to inaccuracies in financial statements[182]. - The implementation of the General Data Protection Regulation (GDPR) may require amendments to the company's procedures and policies, potentially increasing operational and compliance costs[151]. - Non-compliance with the GDPR could result in fines of up to €20 million or 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher[151]. - The proliferation of new data privacy laws globally may impose conflicting compliance requirements, potentially impacting the company's operations[152]. - The company may incur substantial costs or need to change business practices to comply with evolving data privacy regulations in China, including the Cyber Security Law and the China Specification[148]. - The company relies on third-party data center providers for its operations, and any disruption in their services could adversely impact its business[186]. - The company faces risks related to intellectual property infringement claims, which could result in significant costs and operational disruptions[169]. Market Dynamics and Competition - The company faces intense competition in mobile marketing and enterprise solutions, which could materially affect its operational results if capabilities are not maintained[96]. - The gross margin for enterprise and marketing solutions may fluctuate due to rising media costs and pricing pressure from mobile app publishers[98]. - The company relies on a cooperative relationship with Tencent for its enterprise solutions, and any disruption could negatively impact operations[98]. - Historical growth rates may not be indicative of future performance, with fluctuations in growth experienced in recent periods[94]. - The total number of marketers decreased by 25% from 2,464 in 2022 to 1,838 in 2023 due to reduced budgets in a challenging macro-economic environment[113]. - Media costs for content distribution opportunities on Tencent, Baidu, Google, and Alibaba accounted for 83.1% of total media costs in 2023[116]. - In 2023, 965 out of 1,838 marketers were represented by marketing agency clients, contributing significantly to gross billing and net revenues[114]. - The company’s revenue from specified actions marketing campaigns is reported on a gross basis, while revenue from sales agency arrangements is reported on a net basis, affecting gross profit margins[109]. - A financial covenant related to minimum quarterly EBITDA was breached as of December 31, 2023, but a waiver was obtained to avoid immediate repayment[93]. - The company may not be able to obtain additional capital on favorable terms, which could hinder growth strategies and operational execution[91]. Legal and Litigation Matters - The termination of the Merger Agreement on April 26, 2024, may materially and adversely affect the company's business and market price of its ADSs[175]. - The company has incurred significant costs related to potential litigation from the termination of the Merger Agreement, which may divert management's attention and resources[175]. - The company has not received the Parent Termination Fee of $1,800,000 from the Parent or Rise Chain, despite sending notices demanding payment[175].