10-Q/A - CHR - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM10-Q/A

(AmendmentNo. 1)

(MarkOne)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe quarterly period ended March 31, 2020

☐ TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe transition period from to

Commissionfile number: 001-38631

GLORYSTAR NEW MEDIA GROUP HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Cayman Islands	N/A
(State or other jurisdiction of<br><br> incorporation or organization)	(I.R.S. Employer<br><br> Identification Number)
22F, Block B, Xinhua Technology Building<br><br> <br>No. 8 Tuofangying South Road,<br><br> <br>Jiuxianqiao, Chaoyang District, Beijing, China	100016
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(Address of principal executive offices)	(Zip Code)

+86-01-87700500

(Registrant’s telephone number, including area code)

TKKSymphony Acquisition Corporation

c/oTexas Kang Kai Capital Management (Hong Kong) Limited

2039,2/F United Center,

95Queensway Admiralty, Hong Kong

(Former name or former address, if changed since last report)

Securitiesregistered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Ordinary<br> Shares, par value $0.0001 per share	GSMG	The<br> NASDAQ Stock Market LLC
Warrants,<br> each exercisable for one-half of one Ordinary Share, for $11.50 per whole Ordinary Share	GSMGW	The<br> NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated<br> filer	☐	Smaller reporting company	☒
Emerging<br> growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 4, 2020, there were 55,898,866 ordinary shares, par value $0.0001, of the registrant issued and outstanding.

EXPLANATORYNOTE

This Form 10-Q/A amends our quarterly report on Form 10-Q for the quarter ended March 31, 2020, which was filed with the Securities and Exchange Commission on May 11, 2020 (the “Form 10-Q”).

This Form 10-Q/A updates the information provided in Part II, Item 2. In addition, Part II, Item 6. has been included herein to reflect new certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, which are filed and furnished herewith, respectively. Because no financial statements or other financial information in this Form 10-Q/A and does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications pursuant to Section 302 have been omitted. Except as indicated in this Explanatory Note, no other changes were made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date.

PARTII – OTHER INFORMATION

Item2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) On March 13, 2020, we entered into (i) a Contract for Marketing Promotion Services, and (ii) a Merger & Acquisition Advisory Agreement with two independent consulting firms in China for an aggregate of 325,000 ordinary shares valued at $2.45 per share. These shares have not been registered under the Securities Act. Such shares were issued upon exemptions from registration pursuant to Regulation S of the Securities Act.

(b) None

(c) In connection with the Business Combination, GS Holdings initiated a tender offer to purchase for cash up to 25,000,000 of its ordinary shares at a price of $10.31 per share and a contingent cash payment equal to a pro rata portion of any additional accrued interest remaining in TKK’s Company’s trust account in excess of $10.28 per share, net to the seller in cash, without interest, less any applicable withholding taxes (“Tender Offer”). The Tender Offer expired at 5:00 p.m. New York City time on February 13, 2020. As of the expiration of the Tender Offer, a total of 24,986,159 ordinary shares have been validly tendered and not withdrawn and at the final price of approximately $10.31 per share, net to the seller in cash. Upon the expiration of the Tender Offer and the closing of the Business Combination, GS Holdings repurchased a total of 24,986,159 ordinary shares from our shareholders for aggregate repurchase price of $257,720,393.

OrdinaryShare Repurchase Activity During the Three Months Ended March 31, 2020

**<br><br>Period**		(b) Average price paid per share (or unit)
January 1 – January 31, 2020	0		0	0	25,000,000
February 1 – February 29, 2020	24,986,159	$	10.31	24,986,159	0
March 1 – March 31, 2020	0		0	0	0
Total	24,986,159	$	10.31	24,986,159

Item6. Exhibits.

The following exhibits are filed as part of this Report:

Exhibit No.	Description
31.1	Certifications of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act.*
31.2	Certifications of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act.*
32.1	Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act.**
32.2	Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act.**

*	Filed<br>herewith.
**	Furnished<br>herewith.
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SIGNATURES

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

	Glory Star New Media Group Holdings Limited
Date:<br> May 12, 2020	By:	/s/<br> Bing<br> Zhang
	Name:<br><br> Title:	Bing<br> Zhang<br><br> <br>Chief<br> Executive Officer<br><br> (Principal Executive Officer)
Date:<br> May 12, 2020	By:	/s/<br> Ian<br> Lee
	Name:<br><br> Title:	Ian<br> Lee<br><br> <br>Chief<br> Financial Officer<br><br> <br>(Principal<br> Financial and Accounting Officer)

Exhibit31.1

CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICER

PURSUANTTO 18 U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO SECTION 302 OF

THESARBANES-OXLEY ACT OF 2002

I, Zhang Bing, certify that:

1.	I<br> have reviewed this Quarterly Report on Form 10-Q/A (Amendment No. 1) of Glory Star New Media Group Holdings Limited;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect<br> to the period covered by this report;
Date:<br> May 12, 2020	By:	/s/<br> Bing<br> Zhang
---	---	---
		Bing<br> Zhang
		Chief<br> Executive Officer
		(Principal<br> Executive Officer)

Exhibit31.2

CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICER

PURSUANTTO 18 U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO SECTION 302 OF

THESARBANES-OXLEY ACT OF 2002

I, Ian Lee, certify that:

1.	I<br> have reviewed this Quarterly Report on Form 10-Q/A (Amendment No. 1) of Glory Star New Media Group Holdings Limited;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect<br> to the period covered by this report;
Date:<br> May 12, 2020	By:	/s/<br> Ian<br> Lee
---	---	---
		Ian<br> Lee
		Chief<br> Financial Officer<br><br> <br>(Principal<br> Financial and Accounting Officer)

Exhibit32.1

CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICER

PURSUANTTO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Glory Star New Media Group Holdings Limited (the “Company”) on Form 10-Q/A (Amendment No. 1)for the quarterly period ended March 31, 2020, as filed with the Securities and Exchange Commission (the “Report”), I, Bing Zhang, Chief Executive Officer, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company as of and for the period covered by the Report.
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Date:<br> May 12, 2020	By:	/s/<br> Bing<br> Zhang
---	---	---
		Bing<br> Zhang
		Chief<br> Executive Officer
		(Principal<br> Executive Officer)

Exhibit32.2

CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICER

PURSUANTTO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Glory Star New Media Group Holdings Limited (the “Company”) on Form 10-Q/A (Amendment No. 1) for the quarterly period ended March 31, 2020, as filed with the Securities and Exchange Commission (the “Report”), I, Ian Lee, Chief Financial Officer, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1.	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	To<br> my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and<br> results of operations of the Company as of and for the period covered by the Report.
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Date:<br> May 12, 2020	By:	/s/<br> Ian<br> Lee
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		Ian<br> Lee
		Chief<br> Financial Officer<br><br> <br>(Principal<br> Financial and Accounting Officer)