SEC Form SC 13D/A filed by Glory Star New Media Group Holdings Limited (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
GLORY STAR NEW MEDIA GROUP HOLDINGS LIMITED
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G39973105
(CUSIP Number)
Bing Zhang
22F, Block B, Xinhua Technology Building,
No. 8 Tuofangying South Road,
Jiuxianqiao, Chaoyang District, Beijing, China 100016
+86-138-1035-5988
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 7, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | This Schedule constitutes Amendment No. 5 to the Schedule 13D filed by Happy Starlight Limited and Mr. Bing Zhang on February 24, 2020, Amendment No. 3 to the Schedule 13D filed by Enjoy Starlight Limited and Mr. Jia Lu on February 24, 2020, Amendment No. 2 to the Schedule 13D filed by each of Mr. Himanshu H. Shah, Shah Capital Management, Inc., Shah Capital Opportunity Fund LP, Ronghui Zhang, Wealth Starlight Limited, Wei Zhang, Hui Lin, Rich Starlight Limited, Hanying Li, Renny Consulting Ltd, Lilly Starlight Limited, Song Gao, Peiyuan Qiu, Smart Best International Corporation, Zhengjun Zhang, Nan Lu, Jianhua Wang, Ailin Xin and Ring & King Investment Co., Limited on April 22, 2022 and Amendment No. 1 to the Schedule 13D filed by Cheers Inc. on July 12, 2022. |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 2 of 31 pages |
| 1 |
Names of Reporting Persons
Happy Starlight Limited (“HSL”) |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
British Virgin Islands |
|
NUMBER OF |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
18,952,863 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
18,952,863 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
18,952,863 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
27.8%* |
| 14 |
Type of Reporting Person
CO |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 3 of 31 pages |
| 1 |
Names of Reporting Persons
Cheers Inc. (“Parent”) |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
Cayman Islands |
|
NUMBER OF |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
0 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
0 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
0 |
| 14 |
Type of Reporting Person
CO |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 4 of 31 pages |
| 1 |
Names of Reporting Persons
Bing Zhang |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
People’s Republic of China |
|
NUMBER OF |
7 |
Sole Voting Power
760,000 |
| 8 |
Shared Voting Power
18,952,863 | |
| 9 |
Sole Dispositive Power
760,000 | |
| 10 |
Shared Dispositive Power
18,952,863 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
19,712,863 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
28.9%* |
| 14 |
Type of Reporting Person
IN |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 5 of 31 pages |
| 1 |
Names of Reporting Persons
Enjoy Starlight Limited |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
WC; OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
British Virgin Islands |
|
NUMBER OF |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
6,554,116 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
6,554,116 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,554,116 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
9.6%* |
| 14 |
Type of Reporting Person
CO |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 6 of 31 pages |
| 1 |
Names of Reporting Persons
Jia Lu |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
People’s Republic of China |
|
NUMBER OF |
7 |
Sole Voting Power
165 |
| 8 |
Shared Voting Power
6,554,116 | |
| 9 |
Sole Dispositive Power
165 | |
| 10 |
Shared Dispositive Power
6,554,116 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,554,281 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
9.6%* |
| 14 |
Type of Reporting Person
IN |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 7 of 31 pages |
| 1 |
Names of Reporting Persons
Shah Capital Management, Inc. |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
State of North Carolina, United States of America |
|
NUMBER OF |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
7,557,251 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
7,557,251 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,557,251 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
11.1%* |
| 14 |
Type of Reporting Person
IA |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 8 of 31 pages |
| 1 |
Names of Reporting Persons
Shah Capital Opportunity Fund LP |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
State of Delaware, United States of America |
|
NUMBER OF |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
7,557,251 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
7,557,251 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,557,251 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
11.1%* |
| 14 |
Type of Reporting Person
PN |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 9 of 31 pages |
| 1 |
Names of Reporting Persons
Himanshu H. Shah |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
United State of America |
|
NUMBER OF |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
7,557,251 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
7,557,251 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,557,251 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
11.1%* |
| 14 |
Type of Reporting Person
IN |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 10 of 31 pages |
| 1 |
Names of Reporting Persons
Wealth Starlight Limited |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
Cayman Islands |
|
NUMBER OF |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
3,927,831 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
3,927,831 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,927,831 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
5.8%* |
| 14 |
Type of Reporting Person
CO |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 11 of 31 pages |
| 1 |
Names of Reporting Persons
Ronghui Zhang |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
People’s Republic of China |
|
NUMBER OF |
7 |
Sole Voting Power
2,749 |
| 8 |
Shared Voting Power
3,927,831 | |
| 9 |
Sole Dispositive Power
2,749 | |
| 10 |
Shared Dispositive Power
3,927,831 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,930,580 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
5.8%* |
| 14 |
Type of Reporting Person
IN |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 12 of 31 pages |
| 1 |
Names of Reporting Persons
Wei Zhang |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
People’s Republic of China |
|
NUMBER OF |
7 |
Sole Voting Power
720,595 |
| 8 |
Shared Voting Power
0 | |
| 9 |
Sole Dispositive Power
720,595 | |
| 10 |
Shared Dispositive Power
0 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
720,595 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
1.1%* |
| 14 |
Type of Reporting Person
IN |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 13 of 31 pages |
| 1 |
Names of Reporting Persons
Rich Starlight Limited |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
Cayman Islands |
|
NUMBER OF |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
3,362,521 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
3,362,521 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,362,521 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
4.9%* |
| 14 |
Type of Reporting Person
CO |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 14 of 31 pages |
| 1 |
Names of Reporting Persons
Hui Lin |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
People’s Republic of China |
|
NUMBER OF |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
3,362,521 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
3,362,521 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,362,521 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
4.9%* |
| 14 |
Type of Reporting Person
IN |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 15 of 31 pages |
| 1 |
Names of Reporting Persons
Renny Consulting Ltd |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
Cayman Islands |
|
NUMBER OF |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
20,000 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
20,000 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
20,000 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
0.03%* |
| 14 |
Type of Reporting Person
CO |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 16 of 31 pages |
| 1 |
Names of Reporting Persons
Lilly Starlight Limited |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
Cayman Islands |
|
NUMBER OF |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
947,232 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
947,232 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
947,232 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
1.4%* |
| 14 |
Type of Reporting Person
CO |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 17 of 31 pages |
| 1 |
Names of Reporting Persons
Hanying Li |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
People’s Republic of China |
|
NUMBER OF |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
967,232 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
967,232 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
967,232 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
1.4%* |
| 14 |
Type of Reporting Person
IN |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 18 of 31 pages |
| 1 |
Names of Reporting Persons
Song Gao |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
People’s Republic of China |
|
NUMBER OF |
7 |
Sole Voting Power
500,000 |
| 8 |
Shared Voting Power
0 | |
| 9 |
Sole Dispositive Power
500,000 | |
| 10 |
Shared Dispositive Power
0 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
500,000 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
0.7%* |
| 14 |
Type of Reporting Person
IN |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 19 of 31 pages |
| 1 |
Names of Reporting Persons
Smart Best International Corporation |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
Cayman Islands |
|
NUMBER OF |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
2,212,068 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
2,212,068 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,212,068 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
3.2%* |
| 14 |
Type of Reporting Person
CO |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 20 of 31 pages |
| 1 |
Names of Reporting Persons
Peiyuan Qiu |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
Canada |
|
NUMBER OF |
7 |
Sole Voting Power
141,000 |
| 8 |
Shared Voting Power
2,212,068 | |
| 9 |
Sole Dispositive Power
141,000 | |
| 10 |
Shared Dispositive Power
2,212,068 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,353,068 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
3.5%* |
| 14 |
Type of Reporting Person
IN |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 21 of 31 pages |
| 1 |
Names of Reporting Persons
Zhengjun Zhang |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
People’s Republic of China |
|
NUMBER OF |
7 |
Sole Voting Power
1,334,299 |
| 8 |
Shared Voting Power
0 | |
| 9 |
Sole Dispositive Power
1,334,299 | |
| 10 |
Shared Dispositive Power
0 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,334,299 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
2.0%* |
| 14 |
Type of Reporting Person
IN |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 22 of 31 pages |
| 1 |
Names of Reporting Persons
Nan Lu |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
Hong Kong Special Administrative Region, People’s Republic of China |
|
NUMBER OF |
7 |
Sole Voting Power
1,025,348 |
| 8 |
Shared Voting Power
0 | |
| 9 |
Sole Dispositive Power
1,025,348 | |
| 10 |
Shared Dispositive Power
0 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,025,348 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
1.5%* |
| 14 |
Type of Reporting Person
IN |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 23 of 31 pages |
| 1 |
Names of Reporting Persons
Jianhua Wang |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
People’s Republic of China |
|
NUMBER OF |
7 |
Sole Voting Power
1,000,000 |
| 8 |
Shared Voting Power
0 | |
| 9 |
Sole Dispositive Power
1,000,000 | |
| 10 |
Shared Dispositive Power
0 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
1.5%* |
| 14 |
Type of Reporting Person
IN |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 24 of 31 pages |
| 1 |
Names of Reporting Persons
Ring & King Investment Co., Limited |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
Cayman Islands |
|
NUMBER OF |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
257,525 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
257,525 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
257,525 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
0.4%* |
| 14 |
Type of Reporting Person
CO |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 25 of 31 pages |
| 1 |
Names of Reporting Persons
Ailin Xin |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
People’s Republic of China |
|
NUMBER OF |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
257,525 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
257,525 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
257,525 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
0.4%* |
| 14 |
Type of Reporting Person
IN |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 26 of 31 pages |
Explanatory Note
This Schedule constitutes Amendment No. 5 to the Schedule 13D filed by HSL and Mr. Bing Zhang (“Mr. Zhang”) on February 24, 2020 (as amended, the “HSL Original Schedule 13D”), Amendment No. 3 to the Schedule 13 D filed by Enjoy Starlight Limited and Mr. Jia Lu on February 24, 2020 (as amended, the “ESL Original Schedule 13D”), Amendment No. 2 to the Schedule 13D filed by each of Mr. Himanshu H. Shah, Shah Capital Management, Inc., Shah Capital Opportunity Fund LP, Ronghui Zhang, Wealth Starlight Limited, Wei Zhang, Hui Lin, Rich Starlight Limited, Hanying Li, Renny Consulting Ltd, Lilly Starlight Limited, Song Gao, Peiyuan Qiu, Smart Best International Corporation, Zhengjun Zhang, Nan Lu, Jianhua Wang, Ailin Xin and Ring & King Investment Co., Limited on April 22, 2022 (as amended, the “Other Rollover Shareholders Schedule 13D”) and Amendment No. 1 to the Schedule 13D filed by Cheers Inc. on July 12, 2022 (“Parent Schedule 13D”, together with the HSL Original Schedule 13D, the ESL Original Schedule 13D, and the Other Rollover Shareholders Schedule 13D, the “Original Schedule 13Ds”), relating to the ordinary shares, par value $0.0001 per share (“Shares”), of Glory Star New Media Group Holdings Limited, a company organized under the laws of the Cayman Islands (the “Issuer”). Except as set forth herein, the Original Schedule 13Ds are unmodified and remain in full force and effect as to the applicable reporting persons thereof (the “Reporting Persons”). Capitalized terms used but not defined herein shall have the meaning set forth in the Original Schedule 13Ds.
Item 2. Identity and Background.
Item 2 in the Original Schedule 13Ds is amended and restated in its entirety as follows:
The Reporting Persons were previously parties to a joint filing agreement, dated July 12, 2022 (the “Joint Filing Agreement”), pursuant to which the Reporting Persons agreed to jointly file the Schedule 13D and any and all amendments thereto. The Joint Filing Agreement was terminated by a termination agreement, dated April 11, 2023 (the “Joint Filing Termination Agreement”). The Joint Filing Termination Agreement is filed herewith as Exhibit 3 and is incorporated herein by reference.
As a result of the matters described in this Amendment, the Reporting Persons will no longer be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Act and Parent, Wei Zhang, Hui Lin, Rich Starlight Limited, Hanying Li, Renny Consulting Ltd, Lilly Starlight Limited, Song Gao, Peiyuan Qiu, Smart Best International Corporation, Zhengjun Zhang, Nan Lu, Jianhua Wang, Ailin Xin and Ring & King Investment Co., Limited ceased to be beneficial owners of more than five percent of the Shares and are no longer required to file statements on Schedule 13D with respect to their beneficial ownership of Shares or other securities of the Issuer. The other Reporting Persons will continue filing statements on Schedule 13D or Schedule 13G with respect to their respective beneficial ownership of securities of the Issuer to the extent required by applicable laws.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13Ds is amended and supplemented by inserting the following:
On April 6, 2023, the Issuer provided a notice of termination (“Notice of Termination”) to Parent, pursuant to which the Issuer (i) proposed to terminate the Merger Agreement because Parent and Merger Sub allegedly have breached the Merger Agreement in a way that would result in the conditions to closing of the Merger not being satisfied, and those breaches are not capable of being cured prior to April 11, 2023 and (ii) demanded payment of the Parent Termination Fee. On April 7, 2023, Parent sent a response letter (the “Response Letter”) to the Issuer, which stated that while Parent disagrees with the allegations made in the Notice of Termination, Parent acknowledges that the Issuer can terminate the Merger Agreement pursuant to Section 9.1(h) of the Merger Agreement and thus agrees to pay the Parent Termination Fee pursuant to Section 9.2(b)(iv) of the Merger Agreement on that basis.
As a result of the termination of the Merger Agreement, the Interim Investors Agreement, the Equity Commitment Letters, the Support Agreements and the Voting Proxies were also terminated pursuant to the terms thereof. As a consequence of such termination, the Reporting Persons will no longer be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Act and Parent, Wei Zhang, Hui Lin, Rich Starlight Limited, Hanying Li, Renny Consulting Ltd, Lilly Starlight Limited, Song Gao, Peiyuan Qiu, Smart Best International Corporation, Zhengjun Zhang, Nan Lu, Jianhua Wang, Ailin Xin and Ring & King Investment Co., Limited ceased to be beneficial owners of more than five percent of the Shares.
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 27 of 31 pages |
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13Ds is amended and restated in its entirety as follows:
(a) and (b) The information contained on the cover pages to this Schedule is incorporated herein by reference.
| (c) | Except as set forth herein, none of the Reporting Persons have effected any transactions in the Shares during the last 60 days. |
| (d) | None. |
| (e) | The information contained in Item 4 is incorporated herein by reference. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Original Schedule 13Ds is amended and supplemented by adding the following:
The descriptions of the Notice of Termination and the Response Letter under Item 4 are incorporated herein by reference in their entirety.
The Reporting Persons were previously parties to the Joint Filing Agreement, pursuant to which the Reporting Persons agreed to jointly file the Schedule 13D and any and all amendments thereto. The Joint Filing Agreement was terminated by the Joint Filing Termination Agreement which is filed herewith as Exhibit 3 and is incorporated herein by reference.
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 28 of 31 pages |
Item 7. Materials to be Filed as Exhibits
Item 7 of the Original Schedule 13Ds is hereby supplemented by adding the following exhibits:
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 29 of 31 pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 11, 2023
| Bing Zhang | ||
| By: | /s/ Bing Zhang | |
| Name: | Bing Zhang, an individual | |
| cheers inc. | ||
| By: | /s/ Bing Zhang | |
| Name: | Bing Zhang, Authorized Signatory | |
| Happy Starlight Limited | ||
| By: | /s/ Bing Zhang | |
| Name: | Bing Zhang, Authorized Signatory | |
| Jia Lu | ||
| By: | /s/ Jia Lu | |
| Name: | Jia Lu, an individual | |
| Enjoy Starlight Limited | ||
| By: | /s/ Jia Lu | |
| Name: | Jia Lu, Authorized Signatory | |
| Himanshu H. Shah | ||
| By: | /s/ Himanshu H. Shah | |
| Name: | Himanshu H. Shah, an individual | |
| Shah Capital Opportunity Fund LP | ||
| By: | /s/ Himanshu H. Shah | |
| Name: | Himanshu H. Shah, Authorized Signatory | |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 30 of 31 pages |
| Shah Capital Management, Inc. | ||
| By: | /s/ Himanshu H. Shah | |
| Name: | Himanshu H. Shah, Authorized Signatory | |
| Ronghui Zhang | ||
| By: | /s/ Ronghui Zhang | |
| Name: | Ronghui Zhang, an individual | |
| Wealth Starlight Limited | ||
| By: | /s/ Ronghui Zhang | |
| Name: | Ronghui Zhang, Authorized Signatory | |
| WEI Zhang | ||
| By: | /s/ Wei Zhang | |
| Name: | Wei Zhang, an individual | |
| Hui Lin | ||
| By: | /s/ Hui Lin | |
| Name: | Hui Lin, an individual | |
| Rich Starlight Limited | ||
| By: | /s/ Hui Lin | |
| Name: | Hui Lin, Authorized Signatory | |
| Hanying Li | ||
| By: | /s/ Hanying Li | |
| Name: | Hanying Li, an individual | |
| Lilly Starlight Limited | ||
| By: | /s/ Hanying Li | |
| Name: | Hanying Li, Authorized Signatory | |
| Renny Consulting Ltd | ||
| By: | /s/ Hanying Li | |
| Name: | Hanying Li, Authorized Signatory | |
| CUSIP No. G39973105 | SCHEDULE 13D/A | Page 31 of 31 pages |
| Song Gao | ||
| By: | /s/ Song Gao | |
| Name: | Song Gao, an individual | |
| Peiyuan Qiu | ||
| By: | /s/ Peiyuan Qiu | |
| Name: | Peiyuan Qiu, an individual | |
| Smart Best International Corporation | ||
| By: | /s/ Peiyuan Qiu | |
| Name: | Peiyuan Qiu, Authorized Signatory | |
| Zhengjun Zhang | ||
| By: | /s/ Zhengjun Zhang | |
| Name: | Zhengjun Zhang, an individual | |
| Nan Lu | ||
| By: | /s/ Nan Lu | |
| Name: | Nan Lu, an individual | |
| Jianhua Wang | ||
| By: | /s/ Jianhua Wang | |
| Name: | Jianhua Wang, an individual | |
| Ailin Xin | ||
| By: | /s/ Ailin Xin | |
| Name: | Ailin Xin, an individual | |
| Ring & King Investment Co., Limited | ||
| By: | /s/ Ailin Xin | |
| Name: | Ailin Xin, Authorized Signatory | |