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. Exhibits

 

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

 

Exhibit No.   Description
   
(a)(5)(BB)   Press release, dated February 15, 2020.

 

1

 

 

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

 

2

 

 

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).

 

3

 

 

(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).

 

4

 

 

(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.

 

* Previously filed.
** Filed herewith.

 

 

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