UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 14, 2020
GLORY STAR NEW MEDIA GROUP HOLDINGS
LIMITED
(Exact name of registrant as specified in
our charter)
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Cayman Islands
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001-38631
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N/A
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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22F, Block B, Xinhua Technology Building,
No. 8 Tuofangying South Road,
Jiuxianqiao, Chaoyang District, Beijing, China
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100016
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(Address of Principal Executive Offices)
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(Zip Code)
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+86-138-1035-5988
(Registrant’s telephone number, including
area code)
TKK Symphony Acquisition Corporation
c/o Texas Kang Kai Capital Management
(Hong Kong) Limited
2039, 2/F United Center,
95 Queensway Admiralty, Hong Kong
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Ordinary Shares, par value $0.0001 per share
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GSMG
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The NASDAQ Stock Market LLC
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Warrants, each exercisable for one-half of one Ordinary Share
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GSMGW
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging 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. ☐
EXPLANATORY NOTE
On
February 21, 2020, Glory Star New Media Group Holdings Limited (“GS Holdings”) filed a Current Report on Form 8-K (“Original
Filing”) reporting the consummation of the share exchange transaction (the “Business Combination”) contemplated
by the Share Exchange Agreement dated as of September 6, 2019, as amended ( “Share Exchange Agreement”), by
and among TKK Symphony Acquisition Corporation, our predecessor
(“TKK”), Glory Star New Media Group Limited, a Cayman Islands exempted company (“Glory Star”), Glory Star
New Media (Beijing) Technology Co., Ltd., a wholly foreign-owned enterprise limited liability company (“WFOE”) incorporated
in the People’s Republic of China (“PRC”) and indirectly wholly-owned by Glory Star, Xing Cui Can International
Media (Beijing) Co., Ltd., a limited liability company incorporated in the PRC (“Xing Cui Can”), Horgos Glory Star
Media Co., Ltd., a limited liability company incorporated in the PRC (“Horgos”), each of Glory Star’s shareholders
(collectively, the “Sellers”), TKK Symphony Sponsor 1, TKK’s sponsor (the “Sponsor”), in the capacity
as the representative from and after the closing of the Business Combination for TKK’s shareholders other than the Sellers,
and Bing Zhang, in the capacity as the representative for the Sellers thereunder, pursuant to which Glory Star New Media Group
Holdings Limited (“GS Holdings” or “we”) acquired 100% of the equity interests of Glory Star from the Sellers.
As part of the Original Filing, we disclosed
the changes in certifying accountant by GS Holdings under Item 4.01, Changes in Registrant’s Certifying Accountant, and by
Glory Star under Item 2.01, Form 10 Information, Changes in Certifying Accountant. This Amendment No. 1 on Form 8-K/A is being
filed solely to provide Exhibits 16.1 and 16.2 in connection with the changes in certifying accountants by GS Holdings and Glory
Star. This Amendment No. 1 does not change any disclosures contained in the Original Filing.
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Item 9.01.
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Financial Statement and Exhibits.
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(d)
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Exhibits. The following exhibits supplement the previously
filed exhibits in the Original Filing:
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned
hereunto duly authorized.
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Glory Star New Media Group Holdings Limited
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By:
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/s/ Bing Zhang
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Bing Zhang
Chief Executive Officer
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Dated: February 28, 2020
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2
Exhibit 16.1
February 27, 2020
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We refer to the Form 8-K, dated February
14, 2020, filed with the Securities and Exchange Commission on February 21, 2020 (the “Form 8-K”), by Glory Star New
Media Group Holdings Limited (the “Registrant”). Marcum Bernstein & Pinchuk LLP (“MBP” or “we”
or “our”, as the context requires) has read the statements made by the Registrant under the heading Previous Independent
Registered Public Accounting Firm included in Item 2.01, Form 10 Information, Changes in Certifying Accountant,
of the Form 8-K, disclosing the dismissal of our firm as the independent registered public accounting firm of Glory Star New Media
Group Limited (“Glory Star New Media”). Except as disclosed below, we agree with the statements concerning MBP in the
Form 8-K; we are not in a position to agree or disagree with other statements of the Registrant or Glory Star New Media (collectively,
“Glory Star”) contained therein.
Prior to the filing of the Form 8-K, MBP
discussed with Glory Star the scope of the subsequent event procedures that MBP would perform in order for the Registrant to incorporate
by reference in the Form 8-K the report of MBP on the audited financial statements of Glory Star New Media as at December 31, 2018
and December 31, 2017 and for the fiscal years then ended (the “Audit Report”). On multiple occasions prior to the
filing of the Form 8-K, MBP informed Glory Star of MBP’s need to perform subsequent event procedures, including our review
of the most recent interim financial data of Glory Star New Media, and such other procedures that we considered necessary under
applicable professional standards and MBP’s audit policies and procedures, prior to Glory Star’s incorporating by reference
the Audit Report into the Form 8-K. At the time, there had been no disagreement between MBP and Glory Star as to the scope and
procedures of such review by MBP. However, as a result of the impact of the coronavirus on business in China and the government-imposed
quarantines and travel bans, access to the information necessary for MBP to complete our required procedures was not possible.
MBP informed Glory Star accordingly. Because MBP has been and is currently unable to complete such review procedures, MBP explicitly
informed Glory Star that MBP did not authorize the incorporation by reference of the Audit Report in the Form 8-K, and instructed
Glory Star not to reference the Audit Report in its filing. Notwithstanding our explicit requests not to do so, Glory Star incorporated
by reference our Audit Report into the Form 8-K without our authorization.
NEW YORK OFFICE • 7 Penn Plaza •
Suite 830 • New York, New York • 10001
Phone 646.442.4845 • Fax 646.349.5200
• www.marcumbp.com
On February 21, 2020, the date of filing
of the Form 8-K, Glory Star New Media terminated the engagement of MBP as its auditor. As a result of our termination and the continued
restrictions imposed by the government of China due to the coronavirus, MBP has been, and continues to be, unable to complete the
necessary subsequent event procedures. MBP does not have sufficient information to determine whether or not we would have consented
at the time of the filing, or whether or not we could consent at the date of this letter, to having our Audit Report incorporated
by reference in the Registrant’s Form 8-K,.
Very truly yours,
Marcum Bernstein & Pinchuk LLP
