SEC Form SC 13G/A filed by Glory Star New Media Group Holdings Limited (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
GLORY STAR NEW MEDIA GROUP HOLDINGS LIMITED
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G88950103
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | 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).
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CUSIP No. G88950103
| |
| 1. |
Names of Reporting Persons
TKK Symphony Sponsor 1 |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Cayman Islands |
|
Number of Beneficially By Each Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
0% |
| 12. |
Type of Reporting Person (See Instructions)
OO |
2
|
CUSIP No. G88950103
| |
| 1. |
Names of Reporting Persons
Sing Wang |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Hong Kong SAR |
|
Number of Beneficially By Each Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
0% |
| 12. |
Type of Reporting Person (See Instructions)
IN |
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EXPLANATORY NOTE
This Amendment No.2 to Schedule 13G (“Amendment No. 2”) amends and supplements the Amendment No.1 to Schedule 13G previously filed with the Securities and Exchange Commission (“SEC”) on February 27, 2020 and the initial Schedule 13G previously filed with the SEC on February 14, 2019. The Amendment No.2 is being filed on behalf of TKK Symphony Sponsor 1 (“Sponsor”), and Sing Wang (collectively, the “Reporting Persons”), with respect to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of Glory Star New Media Group Holdings Limited (the “Issuer”), which was formerly known as TKK Symphony Acquisition Corporation, pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended. All capitalized terms used in this Amendment No. 2 and not otherwise defined herein have the meanings ascribed to such terms in the Initial Schedule 13G.
| Item 1(a). | Name of Issuer |
| Glory Star New Media Group Holdings Limited (formerly known as TKK Symphony Acquisition Corporation) | |
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
|
22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China | |
| Item 2(a). | Names of Persons Filing |
| This Statement is filed on behalf of each of the following persons |
| (i) | TKK Symphony Sponsor 1 | |
| (ii) | Sing Wang |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
| The address of the principal business and principal office of each of the Reporting Persons is c/o Texas Kang Kai Capital Management (Hong Kong) Limited, 2039, 2/F United Center, 95 Queensway Admiralty, Hong Kong. | |
| Item 2(c). | Citizenship |
| (i) | TKK Symphony Sponsor 1 is an exempted company formed in the Cayman Islands. | |
| (ii) | Sing Wang is a citizen of Hong Kong SAR. |
| Item 2(d). | Title of Class of Securities |
| Ordinary Shares, $0.0001 par value per share. | |
| Item 2(e). | CUSIP Number |
| G88950103 |
4
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| ☐ | (a) Broker or Dealer registered under Section 15 of the Exchange Act. | |
| ☐ | (b) Bank as defined in Section 3(a)(b) or the Exchange Act. | |
| ☐ | (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
| ☐ | (d) Investment company registered under Section 8 of the Investment Company Act. |
| ☐ | (e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e). | |
| ☐ | (f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f). | |
| ☐ | (g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g). | |
| ☐ | (h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| ☐ | (i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act. | |
| ☐ | (j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j). | |
| Not applicable |
| Item 4. |
Ownership
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
The Reporting Persons own an aggregate of 0 Ordinary Share, representing 0% of the total common stock issued and outstanding. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Item 5. | Ownership of Five Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐ | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not Applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not Applicable |
| Item 8. | Identification and Classification of Members of the Group |
| Not Applicable |
| Item 9. | Notice of Dissolution of Group |
| Not Applicable | |
| Item 10. | Certification |
| Not Applicable |
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SIGNATURE
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: March 2, 2022
| TKK SYMPHONY SPONSOR 1 | |||
| a Cayman Islands exempted company | |||
| By: | TKK Capital Holdings, sole member | ||
| By: | Texas Kang Kai Capital Partners, sole owner | ||
| By: | China Capital Advisors Corporation, sole owner | ||
| By: | /s/ Sing Wang | ||
| Name: | Sing Wang | ||
| Title: | Sole owner | ||
| /s/ Sing Wang | |||
| Sing Wang | |||
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Ordinary Shares of the Issure, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of March 2, 2022.
| TKK SYMPHONY SPONSOR 1 | |||
| a Cayman Islands exempted company | |||
| By: | TKK Capital Holdings, sole member | ||
| By: | Texas Kang Kai Capital Partners, sole owner | ||
| By: | China Capital Advisors Corporation, sole owner | ||
| By: | /s/ Sing Wang | ||
| Name: | Sing Wang | ||
| Title: | Sole owner | ||
| /s/ Sing Wang | |||
| Sing Wang | |||