SEC Form 6-K filed by Glory Star New Media Group Holdings Limited

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2023

Commission File Number: 001-38631

GLORY STAR NEW MEDIA GROUP HOLDINGS LIMITED

22F, Block B, Xinhua Technology Building,

No. 8 Tuofangying South Road,

Jiuxianqiao, Chaoyang District, Beijing, China 100016

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒   Form 40-F ☐

Closing of the Private Placement

As disclosed in Glory Star New Media Group Holdings Limited’s (the “Company”) Form 6-K filed with the Securities and Exchange Commission on April 18, 2023, the Company entered into a Share Subscription Agreement (the “Subscription Agreement”) with two (2) accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors and the Investors agreed to purchase from the Company, an aggregate of 24,193,548 ordinary shares of the Company, par value $0.0001 (the “Shares”), at a price per share of $2.48 (the “Purchase Price”) for an aggregate gross proceeds of $60,000,000 (the “Private Placement”). The Purchase Price was determined based off of the privatization price of US $1.55 per share approved by the Company’s shareholders on November 11, 2022, with a 60% premium as agreed to by the Company and the Investors. The Private Placement was made in reliance on an exemption for private offerings pursuant to Regulation S under the Securities Act of 1933, as amended.

The Private Placement closed on May 9, 2023. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.

On May 9, 2023, the Company issued a press release announcing the closing of the Private Placement. A copy of the press release regarding the transaction is attached hereto as Exhibit 99.1.

This report shall be deemed to be incorporated by reference in the registration statements on Form S-8 (File No. 333-237788) and on Form F-3 (File No. 333-248554), each as filed with the Securities and Exchange Commission, to the extent not superseded by documents or reports subsequently filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.