iClick Interactive Asia Group Announces Progress Toward Closing Its Merger With Amber DWM Holding; Upon Completion Of The Merger, The Co Will Be Renamed "Amber International Holding Limited" And Commence Trading Under The New Ticker Symbol "AMBR" On The Nasdaq Global Market, Effective March 13, 2025

Benzinga · 03/12 12:21

iClick Interactive Asia Group Limited ("iClick" or the "Company") (NASDAQ:ICLK) today announced progress toward closing its merger with Amber DWM Holding Limited ("Amber DWM"), alongside final Nasdaq approval for the post-merger listing. Upon completion of the merger, the Company will be renamed "Amber International Holding Limited" and commence trading under the new ticker symbol "AMBR" on the Nasdaq Global Market, effective March 13, 2025.

iClick  has entered into an Amendment, Waiver and Framework Agreement (the "Framework Agreement") to amend and waive certain terms and conditions of the Agreement and Plan of Merger (the "Merger Agreement") entered into by the Company, Overlord Merger Sub Ltd. (the "Merger Sub") and Amber DWM Holding Limited ("Amber DWM") on November 29, 2024. This step streamlines the path toward the anticipated completion of the merger.

As previously announced, Merger Sub will merge with and into Amber DWM, with Amber DWM continuing as the surviving entity and becoming a wholly-owned subsidiary of the Company (the "Merger"). Pursuant to the Merger Agreement, Amber DWM will, prior to the consummation of the Merger, execute certain restructuring involving (i) the acquisition of 100% of the equity interest in WhaleFin Markets Limited from Amber Global Limited ("AB"), and (ii) cause certain subsidiary of Amber DWM to assume all rights and obligations under certain contracts of WhaleFin Technologies Limited ("WFTL" and such contracts, the "WFTL Assigned Contracts") (together the "DWM Asset Restructuring"). Pursuant to the Merger Agreement, certain local regulatory approvals shall have been obtained before the completion of the Merger. These approvals include local regulatory approvals for the DWM Asset Restructuring and for iClick to become a controller in Sparrow Tech Private Limited, an indirect subsidiary of Amber DWM.