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
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| GLORY STAR NEW MEDIA GROUP HOLDINGS LIMITED |
|
(Name of Issuer)
Ordinary Shares, of par value $.0001 per share |
|
(Title of Class of Securities)
G39973105 |
|
(CUSIP Number)
|
| April 20, 2023 |
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| [X] | 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 the 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).
(Continued on following pages)
| CUSIP NO. G39973105 | 13DA | Page 2 of 7 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Shah Capital Management | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [ ] (b) [ ] |
| 3 |
SEC USE ONLY
| |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of North Carolina, United States of America
| |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
N/A
|
| 8 |
SHARED VOTING POWER
9,000,000 shares | |
| 9 |
SOLE DISPOSITIVE POWER
N/A
| |
| 10 |
SHARED DISPOSITIVE POWER
9,000,000 shares |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,000,000 shares | |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |
[ ] |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.2% of the outstanding shares | |
| 12 |
TYPE OF REPORTING PERSON
IA (Investment Adviser)
| |
| CUSIP NO. G39973105 | 13DA | Page 3 of 7 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
| |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware, United States of America
| |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
N/A
|
| 8 |
SHARED VOTING POWER 9,000,000 shares | |
| 9 |
SOLE DISPOSITIVE POWER
N/A
| |
| 10 |
SHARED DISPOSITIVE POWER
9,000,000 shares |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,000,000 shares | |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |
[ ] |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.2% of the outstanding shares* | |
| 12 |
TYPE OF REPORTING PERSON
PN (Partnership)
| |
| * | The calculation of this percentage is based on 68,124,402 ordinary shares, par value $0.0001, of the Issuer as of February 28, 2023. |
| CUSIP NO. G39973105 | 13DA | Page 4 of 7 Pages |
Item 1(a). Name of Issuer
Glory Star New Media Group Holdings Limited
Item 1(b). Address of Issuer’s Principal Executive Office
22F, Block B, Xinhua Technology Building
No. 8 Tuofangying South Road
Jiuxianqiao, Chaoyang District, Beijing, China 100016
Item 2(a). Name of Person Filing
| (i) | Shah Capital Management, Inc. (“Shah Capital”), |
| (ii) | Shah Capital Opportunity Fund LP (“Shah Opportunity”) |
| (iii) | Himanshu H. Shah, who serves as President and Chief Investment Officer of Shah Capital. |
Item 2(b). Address of Principal Business Office
8601 Six Forks Road, Ste. 630
Raleigh, NC 27615
Item 2(c) Citizenship
Shah Capital is a North Carolina corporation.
Shah Opportunity is a Delaware limited partnership.
Mr. Shah is a citizen of the United State of America.
Item 2(d). Title of Class of Securities
Ordinary Shares, par value $0.0001 per share
Item 2(e). CUSIP Number
G39973105
| 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)(6) of the Exchange Act; |
| (c) | [ ] | Insurance company as defined in Section 3(a)(19) of the Exchange Act; |
| CUSIP NO. G39973105 | 13DA | Page 5 of 7 Pages |
| (d) | [ ] | Investment company registered under Section 8 of the Investment Company Act; |
| (e) | [X] | 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) | [ ] | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | [ ] | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________. |
| Item 4. | Ownership |
Shah Capital Management |
Shah Capital Opportunity Fund LP |
Himanshu H. Shah | |||
| (a) | Amount Beneficially Owned: | 9,000,000 | 9,000,000 | 9,000,000 | |
| (b) | Percent of Class: | 13.2%* | 13.2% | 13.2% | |
|
(c) |
Number of Shares to Which Reporting Person Has: |
|
|||
| (i) | Sole Voting Power: | N/A | N/A | N/A | |
| (ii) | Shared Voting Power: | 9,000,000 | 9,000,000 | 9,000,000 | |
| (iii) | Sole Dispositive Power: | N/A | N/A | N/A | |
| (iv) | Shared Dispositive Power: | 9,000,000 | 9,000,000 | 9,000,000 | |
| * | Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023. |
| CUSIP NO. G39973105 | 13DA | Page 6 of 7 Pages |
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 5 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
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
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
Exhibit Index
Exhibit A – Joint Filing Agreement
| CUSIP NO. G39973105 | 13DA | Page 7 of 7 Pages |
Signature
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.
| Date: | April 21, 2023 | ||
| SHAH CAPITAL MANAGEMENT, INC. | |||
| By: | /s/ Himanshu H. Shah | ||
| Name: | Himanshu H. Shah | ||
| Title: | President and Chief Investment Officer | ||
| Date: | April 21, 2023 | ||
| SHAH CAPITAL OPPORTUNITY FUND LP | |||
| By: | /s/ Himanshu H. Shah | ||
| Name: | Himanshu H. Shah | ||
| Title: | Managing Member | ||
| Date: | April 21, 2023 | ||
| /s/ Himanshu H. Shah | |||
| Himanshu H. Shah | |||