Sec Form 13G Filing - TKK Symphony Sponsor 1 filing for CHEER HOLDING, INC. CLASS A (CHR) - 2020-02-27

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G/A

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

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)

 

February 14, 2020

(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).

 

 

 

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 Shares Beneficially Owned By Each Reporting Person With:	5.	Sole Voting Power    5,726,000
	6.	Shared Voting Power    0
	7.	Sole Dispositive Power    5,726,000
	8.	Shared Dispositive Power    0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person    5,726,000
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9)   11.4%
12.	Type of Reporting Person (See Instructions)   OO

 

 

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 Shares Beneficially Owned By Each Reporting Person With:	5.	Sole Voting Power   0
	6.	Shared Voting Power   5,726,000*
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   5,726,000*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   5,726,000*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9)   11.4%
12.	Type of Reporting Person (See Instructions)   IN

 

* Includes (a) 5,446,000 ordinary shares held by TKK Symphony Sponsor 1 and (b) 280,000 ordinary shares that are issuable upon the conversion of a Promissory Note in the amount of $1,400,000, based on the minimum conversion price of $5.00, held by TKK Symphony Sponsor 1. Mr. Wang is the issuer’s former Chief Executive Officer and Chairman and has voting and dispositive power over the securities held by TKK Symphony Sponsor 1. Accordingly, Mr. Wang may be deemed to have or share beneficial ownership of such shares. Mr. Wang disclaims beneficial ownership over any securities owned by TKK Symphony Sponsor 1 in which he does not have any pecuniary interest.

 

EXPLANATORY NOTE

 

This Schedule 13G/A is being filed as an amendment (“Amendment No. 1”) to the statement on Schedule 13G filed with the Securities and Exchange Commission (“SEC”) 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, which was formerly known as TKK Symphony Acquisition Corporation (the “Issuer”) on February 14, 2019 (the “Schedule 13G”), pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, to amend and supplement certain information set forth below in the items indicated. All capitalized terms used in this Amendment No. 1 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13G.

 

The Reporting Persons are filing this Amendment No. 1 to report (i) the cancellation of 400,000 Ordinary Shares by the Sponsor, (ii) the transfer of 100,000 Ordinary Shares by the Sponsor to a third party and (iii) the receipt of a Promissory Note in the amount of $1,400,000 that may be converted into 280,000 Ordinary Shares, based on the minimum conversion price of $5.00, held by the Sponsor.

 

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

 

 

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 5,726,000 Ordinary Shares, representing 11.4% 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.	< font style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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

 

 

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:   February 27, 2020

 

	TKK SYMPHONY SPONSOR 1
	a Cayman Islands exempted company
	By:	TKK Capital Holding, 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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