SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
TO
TENDER
OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 12)
GLORY
STAR NEW MEDIA GROUP HOLDINGS LIMITED
(Name
of Subject Company (Issuer) and (Name of Filing Person (Issuer))
Ordinary
Shares, par value $0.0001 per share
(Title
of Class of Securities)
G88950103
(CUSIP
Number of Class of Securities)
22nd Floor, Block
B, Xinhua Technology Building,
No. 8 Tuofangying
Road,
Chaoyang District,
Beijing, China
+86-13810355988
(Name,
address, and telephone number of person authorized to receive
notices
and communications on behalf of filing persons)
With
a copy to:
John
P. Yung, Esq.
Scott
E. Bartel, Esq.
Lewis
Brisbois Bisgaard & Smith LLP
333 Bush Street, Suite 1100
San
Francisco, CA 94104
(415)
362-2580
CALCULATION
OF FILING FEE
Transaction
Value: $257,000,000*
|
Amount
of Filing Fee: $33,358.60**
|
|
*
|
Estimated
for purposes of calculating the amount of the filing fee only. The transaction value
assumes the purchase of a total of 25,000,000 outstanding ordinary shares of the registrant,
par value $0.0001 per share, at the tender offer price of $10.28 per share.
|
|
**
|
The
amount of the filing fee is calculated pursuant to Rule 0-11(b) of the Securities Exchange
Act of 1934, as amended, which equals $129.80 for each $1,000,000 of the value of the
transaction.
|
|
☒
|
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing.
|
Amount Previously
Paid: $33,358.60
|
|
Filing Party:
Glory Star New Media Group Holdings Limited
(formerly known as TKK Symphony Acquisition Corporation)
|
Form or Registration
No.: Schedule TO
|
|
Date Filed: October
17, 2019
|
|
☐
|
Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
Check
the appropriate boxes below to designate any transactions to which the statement relates
|
☐
|
Third-party
tender offer subject to Rule 14d-1.
|
|
☒
|
Issuer
tender offer subject to Rule 13e-4
|
|
☐
|
Going-private
transaction subject to Rule 13e-4
|
|
☐
|
Amendment
to Schedule 13D under Rule 13d-2
|
|
☒
|
Check
the following box if the filing is a final amendment reporting the results of the tender offer.
|
This
Amendment No. 12 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Glory
Star New Media Group Holdings Limited (formerly known as TKK Symphony Acquisition Corporation), a Cayman Islands exempted company
(the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on October 17, 2019, as
amended (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates
to the offer by the Company to purchase up to 25,000,000 ordinary shares, par value $0.0001 per share (the “Shares”)
at a price of $10.28 per Share and a contingent cash payment equal to a pro rata portion of any additional accrued interest remaining
in the Company’s trust account in excess of $10.28 per Share, net to the seller in cash, without interest, less any applicable
withholding taxes, upon the terms and subject to the conditions set forth in the Second Amended and Restated Offer to Purchase,
dated January 3, 2020 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the
related letter of transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”
and, together with the Offer to Purchase, the “Offer”), which are annexed to and filed with this Schedule TO as Exhibits
(a)(1)(D) and (a)(1)(B), respectively. This Amendment is being filed on behalf of the Company. Unless otherwise indicated, references
to sections in this Schedule TO are references to sections of the Offer to Purchase. The Offer expired at 5:00 p.m. New York City
Time, on February 13, 2020.
This
is the final amendment to the Schedule TO and is being filed to report the results of the Offer. This Amendment, as it amends
and supplements the Schedule TO, is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). Pursuant to Rule 12b-15 under the Exchange Act, this Amendment amends
and supplements only the items to the Schedule TO that are being amended and supplemented and unaffected items and exhibits are
not included herein.
Items 1
through 11.
The
Offer expired at 5:00 p.m. New York City time on February 13, 2020. Based upon information provided by Continental Stock Transfer
& Trust Company LLC, the depositary for the Offer, a total of 24,986,159 ordinary shares were validly tendered and not withdrawn
in the Offer. The Company accepted for purchase all such Ordinary Shares at a purchase price of approximately $10.31 per share
for an aggregate purchase price of approximately $257.6 million. Subsequent to the expiration of the Offer, the Company consummated
its business combination with Glory Star New Media Group Limited (the “Business Combination”).
On
February 15, 2020, the Company issued a press release announcing the final results of the Offer as set forth above and the consummation
of the Business Combination. A copy of the press release is filed as Exhibit (a)(5)(AA) to the Schedule TO and is incorporated
herein by reference.
Item
12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
SIGNATURE
After
due 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.
|
GLORY STAR NEW MEDIA GROUP HOLDINGS
LIMITED
|
|
|
|
/s/
Bing Zhang
|
|
Name:
|
Bing Zhang
|
|
Title:
|
Director
|
Dated:
February 19, 2020
Exhibit
Index
(a)(1)(A)*
|
|
Offer
to Purchase, dated October 17, 2019.
|
(a)(1)(B)*
|
|
Letter
of Transmittal To Tender Ordinary Shares (including Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9).
|
(a)(1)(C)*
|
|
Amended
and Restated Offer to Purchase, dated December 12, 2019
|
(a)(1)(D)*
|
|
Second
Amended and Restated Offer to Purchase, dated January 3, 2020
|
(a)(2)
|
|
Not applicable.
|
(a)(3)
|
|
Not applicable.
|
(a)(4)
|
|
Not applicable.
|
(a)(5)(A)*
|
|
Press
release, dated October 17, 2019.
|
(a)(5)(B)*
|
|
Press
release, dated November 15, 2019.
|
a(5)(C)*
|
|
Articles
of Association of Glory Star New Media Group Limited
|
a(5)(D)*
|
|
Memorandum
of Association of Glory Star New Media Group Limited.
|
a(5)(E)*
|
|
Master
Exclusive Service Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd. and
Horgos Glory Star Media Co., Ltd.
|
a(5)(F)*
|
|
Business
Cooperation Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Horgos
Glory Star Media Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing,
Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment
Co., Ltd.
|
a(5)(G)*
|
|
Exclusive
Option Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Horgos Glory
Star Media Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang
Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment
Co., Ltd.
|
a(5)(H)*
|
|
Share
Pledge Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Horgos Glory
Star Media Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang
Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment
Co., Ltd.
|
a(5)(I)*
|
|
Proxy
Agreement and Power of Attorney dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd.,
Horgos Glory Star Media Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He
Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao, Xiao Jiancong, Liang Xianhong and Everest Venture Capital
Investment Co., Ltd.
|
a(5)(J)*
|
|
Master
Exclusive Service Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd. and
Xing Cui Can International Media (Beijing) Co., Ltd.
|
a(5)(K)*
|
|
Business
Cooperation Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui
Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li
Hanying, Zhang Yinghao and Xiao Jiancong.
|
a(5)(L)*
|
|
Exclusive
Option Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can
International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying,
Zhang Yinghao and Xiao Jiancong.
|
a(5)(M)*
|
|
Share
Pledge Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can
International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying,
Zhang Yinghao and Xiao Jiancong.
|
a(5)(N)*
|
|
Proxy
Agreement and Power of Attorney dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd.,
Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin
Hui, Li Hanying, Zhang Yinghao and Xiao Jiancong.
|
a(5)(O)*
|
|
Confirmation
and Guarantee Letter from Zhang Yinghao, Lin Hui, Zhang Bing, Zhang Ran, Zhang Ronghui, Liang Xianhong, Xiao Jiancong, He
Yixing, Li Hanying, Jin Hui and Lu Jia.
|
a(5)(P)*
|
|
Spousal
Consent from Li Yao, Wu Meiyu, Fu Ye, Liu Hong, Zhao Yanping, Ma Haiying, Zhou Zhangcan, Liu Huijun, and Guo Pingning
|
(a)(5)(Q)*
|
|
Press
release issued by the Company regarding extension of the Offer on December 2, 2019.
|
(a)(5)(R)
|
|
Quarterly
Report on Form 10-Q for the quarter ended September 30, 2019 (incorporated by reference to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 2019 filed with the Securities and Exchange Commission on November 14, 2019).
|
(a)(5)(S)
|
|
Quarterly
Report on Form 10-Q for the quarter ended June 30, 2019 (incorporated by reference to the Quarterly Report on Form 10-Q for
the quarter ended June 30, 2019 filed with the Securities and Exchange Commission on August 14, 2019).
|
(a)(5)(T)
|
|
Quarterly
Report on Form 10-Q for the quarter ended March 31, 2019 (incorporated by reference to the Quarterly Report on Form 10-Q for
the quarter ended March 31, 2019 filed with the Securities and Exchange Commission on May 15, 2019).
|
(a)(5)(U)
|
|
Annual
Report on Form 10-K for the year ended December 31, 2018 (incorporated by reference to the Quarterly Report on Form 10-K for
the year ended December 31, 2018 filed with the Securities and Exchange Commission on March 11, 2019).
|
(a)(5)(V)*
|
|
Press
release issued by the Company regarding extension of the Offer on December 16, 2019.
|
(a)(5)(W)*
|
|
Press
release issued by the Company regarding extension of the Offer on January 3, 2020.
|
(a)(5)(X)*
|
|
Press
release issued by the Company regarding extension of the Offer on January 13, 2020.
|
(a)(5)(Y)*
|
|
Press
release issued by the Company regarding extension of the Offer on January 23, 2020.
|
(a)(5)(Z)*
|
|
Press
release issued by the Company regarding extension of the Offer on February 11, 2020.
|
(a)(5)(AA)*
|
|
Press
release issued by the Company regarding extension of the Offer on February 12, 2020.
|
(a)(5)(BB)**
|
|
Press release, dated February [●], 2020.
|
(b)
|
|
Not applicable.
|
(d)(1)
|
|
Underwriting
Agreement, dated August 15, 2018, by and among TKK Symphony Acquisition Corporation and the representatives of the several
underwriters (incorporated by reference to Exhibit 1.1 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with
the Securities and Exchange Commission on August 21, 2018).
|
(d)(2)
|
|
Amended
and Restated Memorandum and Article of Association (incorporated by reference to Exhibit 3.1 to the Form 8-K of TKK Symphony
Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
|
(d)(3)
|
|
Warrant
Agreement, dated August 15, 2018, by and between TKK Symphony Acquisition Corporation and Continental Stock Transfer &
Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Form 8-K of TKK Symphony Acquisition Corporation,
filed with the Securities and Exchange Commission on August 21, 2018).
|
(d)(4)
|
|
Rights
Agreement, dated August 15, 2018, by and between TKK Symphony Acquisition Corporation and Continental Stock Transfer &
Trust Company, as rights agent (incorporated by reference to Exhibit 4.2 to the Form 8-K of TKK Symphony Acquisition Corporation,
filed with the Securities and Exchange Commission on August 21, 2018).
|
(d)(5)
|
|
Investment
Management Trust Agreement, dated August 15, 2018, by and between the TKK Symphony Acquisition Corporation and Continental
Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 to the Form 8-K of TKK Symphony
Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
|
(d)(6)
|
|
Registration
Rights Agreement, dated August 15, 2018, by and among TKK Symphony Acquisition Corporation, TKK Symphony Sponsor 1, and the
holders party thereto (incorporated by reference to Exhibit 10.2 to the Form 8-K of TKK Symphony Acquisition Corporation,
filed with the Securities and Exchange Commission on August 21, 2018).
|
(d)(7)
|
|
Share
Escrow Agreement, dated August 15, 2018, by and among TKK Symphony Acquisition Corporation, the holders party thereto and
Continental Stock Transfer & Trust Company, as escrow agent (incorporated by reference to Exhibit 10.3 to the Form 8-K
of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
|
(d)(8)
|
|
Warrant
Subscription Agreement, dated August 15, 2018, by and between TKK Symphony Acquisition Corporation and Giant Fortune International
Limited (incorporated by reference to Exhibit 10.4 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the
Securities and Exchange Commission on August 21, 2018).
|
(d)(9)
|
|
Letter
Agreement, dated August 15, 2018, by and between TKK Symphony Acquisition Corporation and TKK Symphony Sponsor I (incorporated
by reference to Exhibit 10.5 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange
Commission on August 21, 2018).
|
(d)(10)
|
|
Letter
Agreement, dated August 15, 2018, by and between TKK Symphony Acquisition Corporation and TKK Capital Holding (incorporated
by reference to Exhibit 10.6 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange
Commission on August 21, 2018).
|
(d)(11)
|
|
Letter
Agreement, dated August 15, 2018, by and among TKK Symphony Acquisition Corporation, Sing Wang, Ian Lee, Ronald Issen, Joanne
Ng, James Hemowitz, Stephen Markschied, Zhe Zhang, Huang Po Wan and Tham Kit Wan (incorporated by reference to Exhibit 10.7
to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
|
(d)(12)
|
|
Share
Exchange Agreement, dated as of September 6, 2019, by and among TKK Symphony Acquisition Corporation, Glory Star New Media
Group Limited, Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd.,
Horgos Glory Star Media Co., Ltd., each of Glory Star New Media Group Limited’s shareholders, TKK Symphony Sponsor 1,
in the capacity as the Purchaser Representative, and Zhang Bing, in the capacity as the Seller Representative (incorporated
by reference to Exhibit 10.1 to the Form 8-K filed by TKK Symphony Acquisition Corporation, on September 12, 2019).
|
(d)(13)
|
|
Registration
Rights Agreement, dated as of September 6, 2019, by and among TKK Symphony Acquisition Corporation, TKK Symphony Sponsor 1,
in the capacity as the Purchaser Representative, and shareholders of Glory Star New Media Group Limited named as Investors
therein (incorporated by reference to Exhibit 10.2 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with
the Securities and Exchange Commission on September 12, 2019).
|
(d)(14)
|
|
Form
of Lock-Up Agreement, by and among TKK Symphony Acquisition Corporation, TKK Symphony Sponsor 1, in the capacity as the Purchaser
Representative, and shareholders of Glory Star New Media Group Limited (incorporated by reference to Exhibit 10.3 to the Form 8-K
of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on September 12, 2019).
|
(d)(15)
|
|
Unsecured
Promissory Note, dated as of September 6, 2019, issued by TKK Symphony Acquisition Corporation to TKK Symphony Sponsor 1 (incorporated
by reference to Exhibit 10.5 to the Form 8-K filed by TKK Symphony Acquisition Corporation, on September 12, 2019).
|
(g)
|
|
Not
applicable.
|
(h)
|
|
Not
applicable.
|
(d)(10)
|
|
Letter
Agreement, dated August 15, 2018, by and between TKK Symphony Acquisition Corporation and TKK Capital Holding (incorporated
by reference to Exhibit 10.6 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange
Commission on August 21, 2018).
|
(d)(11)
|
|
Letter
Agreement, dated August 15, 2018, by and among TKK Symphony Acquisition Corporation, Sing Wang, Ian Lee, Ronald Issen, Joanne
Ng, James Hemowitz, Stephen Markschied, Zhe Zhang, Huang Po Wan and Tham Kit Wan (incorporated by reference to Exhibit 10.7
to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
|
(d)(12)
|
|
Share
Exchange Agreement, dated as of September 6, 2019, by and among TKK Symphony Acquisition Corporation, Glory Star New Media
Group Limited, Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd.,
Horgos Glory Star Media Co., Ltd., each of Glory Star New Media Group Limited’s shareholders, TKK Symphony Sponsor 1,
in the capacity as the Purchaser Representative, and Zhang Bing, in the capacity as the Seller Representative (incorporated
by reference to Exhibit 10.1 to the Form 8-K filed by TKK Symphony Acquisition Corporation, on September 12, 2019).
|
(d)(13)
|
|
Registration
Rights Agreement, dated as of September 6, 2019, by and among TKK Symphony Acquisition Corporation, TKK Symphony Sponsor 1,
in the capacity as the Purchaser Representative, and shareholders of Glory Star New Media Group Limited named as Investors
therein (incorporated by reference to Exhibit 10.2 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with
the Securities and Exchange Commission on September 12, 2019).
|
(d)(14)
|
|
Form
of Lock-Up Agreement, by and among TKK Symphony Acquisition Corporation, TKK Symphony Sponsor 1, in the capacity as the Purchaser
Representative, and shareholders of Glory Star New Media Group Limited (incorporated by reference to Exhibit 10.3 to the Form 8-K
of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on September 12, 2019).
|
(d)(15)
|
|
Unsecured
Promissory Note, dated as of September 6, 2019, issued by TKK Symphony Acquisition Corporation to TKK Symphony Sponsor 1 (incorporated
by reference to Exhibit 10.5 to the Form 8-K filed by TKK Symphony Acquisition Corporation, on September 12, 2019).
|
(g)
|
|
Not applicable.
|
(h)
|
|
Not applicable.
|
5
Exhibit 99(a)(5)(BB)
TKK
Symphony Acquisition Corporation and Glory Star New Media Group Limited Announce Closing of Business Combination
Beijing,
Feb. 15, 2020 (GLOBE NEWSWIRE) -- TKK Symphony Acquisition Corporation (Nasdaq: TKKS) (“TKK”), a special purpose acquisition
company, and Glory Star New Media Group Limited (“Glory Star”), a leading mobile and online digital media and entertainment
company in China, today announced the closing of the transactions contemplated by their previously-announced share exchange agreement,
pursuant to which TKK acquired Glory Star on February 14, 2020 (the “Business Combination”).
In
connection with the Business Combination, TKK changed its name to “Glory Star New Media Group Holdings Limited” and
the company expects that, effective February 19, 2020, its ordinary shares and warrants will begin trading under the ticker symbols
“GSMG” and “GSMGW,” respectively, on the Nasdaq Capital Market.
TKK
also announced the expiration and final results of the tender offer it conducted to purchase up to 25,000,000 of its ordinary
shares, at the final price of approximately $10.31 per share, net to the seller in cash (the “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.
EarlyBirdCapital,
Inc. acted as exclusive financial and capital markets advisor to TKK Symphony and Ellenoff Grossman & Schole LLP and Goodwin
Procter LLP acted as TKK’s legal advisors.
Lewis
Brisbois Bisgaard & Smith LLP and the Grandall Law Firm acted as the legal advisors to Glory Star.
About
Glory Star New Media Group Limited
Glory
Star New Media Group Limited is a leading mobile entertainment operator in China. Glory Star’s ability to integrate premium
lifestyle content, including short videos, online variety shows, online dramas, live streaming, its Cheers lifestyle video series,
e-Mall, and mobile app, along with innovative e-commerce offerings on its platform enables it to pursue its mission of enriching
people’s lives. The company’s large and active user base creates valuable engagement opportunities with consumers
and enhances platform stickiness with thousands of domestic and international brands.
About
TKK Symphony Acquisition Corporation
TKK
Symphony Acquisition Corporation was a blank check company incorporated on February 5, 2018 as a Cayman Islands exempted company
and formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities.
Forward-Looking
Statements
Certain
statements made in this release are “forward looking statements” within the meaning of the “safe harbor”
provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “should,” “future,”
“propose” and variations of these words or similar expressions (or the negative versions of such words or expressions)
are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors,
many of which are outside TKK’s or Glory Star’s control, that could cause actual results or outcomes to differ materially
from those discussed in the forward-looking statements. Important factors, among others, the inability to recognize the anticipated
benefits of the Business Combination, which may be affected by, among other things, the amount of cash available following any
redemptions by TKK’s public shareholders; Glory Star’s ability to achieve the financial goals to issue the earnout
shares or its anticipated net profit for 2019; the ability to meet NASDAQ’s listing standards following the consummation
of the transactions contemplated by the share exchange agreement; costs related to the Business Combination; Glory Star’s
ability to manage growth; the reaction of Glory Star customers and suppliers to the Business Combination; Glory Star’s ability
to identify and integrate other future acquisitions; costs or other factors adversely affecting Glory Star’s profitability;
potential litigation involving Glory Star’s or the validity or enforceability of Glory Star’s intellectual property;
and general economic and market conditions impacting demand for Glory Star’s products. See the risk factors disclosed in
the Securities Law Disclosure Documents described below. Neither TKK nor Glory Star undertakes any obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Additional
Information About The Business Combination And Where To Find It
TKK
filed with the SEC disclosure documents (the “Securities Law Disclosure Documents”) in connection with the Business
Combination and other matters and mailed relevant documents to its shareholders in connection therewith. TKK’s shareholders
and other interested persons are advised to read, once available, the Securities Law Disclosure Documents and any amendments thereto.
TKK’s shareholders may also obtain a copy of the Securities Law Disclosure Documents, as well as other documents filed with
the SEC by TKK, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Ms. Joanne Ng of
TKK (joanne.ng@tkkcapital.com). The information contained on, or that may be accessed through, the websites referenced in this
press release is not incorporated by reference into, and is not a part of, this press release.
No
Offer or Solicitation
This
press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would
be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Contacts
ICR
Inc.
Jack Wang
Tel: +1 (646) 308-0546
Email: gsnm@icrinc.com