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Home > Insider Trading > Latest 13D and 13G Filings > 13D Filing (0001213900-23-028693)

Filing Details

Accession Number:
0001213900-23-028693
Form Type:
13D Filing
Publication Date:
2023-04-10 20:00:00
Filed By:
Zhang Bing
Company:
Glory Star New Media Group Holdings Ltd (NASDAQ:GSMG)
Filing Date:
2023-04-11
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Happy Starlight Limited ( HSL ) 0 18,952,863 0 18,952,863 18,952,863 27.8%
Cheers Inc. ( Parent ) 0 0 0 0 0 0 14 Type of Reporting Person CO CUSIP No. G39973105 SCHEDULE 13D A Page 4 of 31 pages 1 Names of Reporting Persons Bing Zhang 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization People s Republic of China NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 760,000 8 Shared Voting Power 18,952,863 9 Sole Dispositive Power 760,000 10 Shared Dispositive Power 18,952,863 11 Aggregate Amount Beneficially Owned by Each Reporting Person 19,712,863 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 28.9%
Bing Zhang 760,000 18,952,863 760,000 18,952,863 19,712,863 9.6%
Enjoy Starlight Limited 0 6,554,116 0 6,554,116 6,554,116 9.6%
Jia Lu 165 6,554,116 165 6,554,116 6,554,281 11.1%
Shah Capital Management, Inc 0 7,557,251 0 7,557,251 7,557,251 11.1%
Shah Capital Opportunity Fund 0 7,557,251 0 7,557,251 7,557,251 11.1%
Himanshu H. Shah 0 7,557,251 0 7,557,251 7,557,251 5.8%
Wealth Starlight Limited 0 3,927,831 0 3,927,831 3,927,831 5.8%
Ronghui Zhang 2,749 3,927,831 2,749 3,927,831 3,930,580 1.1%
Wei Zhang 720,595 0 720,595 0 720,595 4.9%
Rich Starlight Limited 0 3,362,521 0 3,362,521 3,362,521 4.9%
Hui Lin 0 3,362,521 0 3,362,521 3,362,521 0.03%
Renny Consulting Ltd 0 20,000 0 20,000 20,000 1.4%
Lilly Starlight Limited 0 947,232 0 947,232 947,232 1.4%
Hanying Li 0 967,232 0 967,232 967,232 0.7%
Song Gao 500,000 0 500,000 0 500,000 3.2%
Smart Best International Corporation 0 2,212,068 0 2,212,068 2,212,068 3.5%
Peiyuan Qiu 141,000 2,212,068 141,000 2,212,068 2,353,068 2.0%
Zhengjun Zhang 1,334,299 0 1,334,299 0 1,334,299 1.5%
Nan Lu 1,025,348 0 1,025,348 0 1,025,348 1.5%
Jianhua Wang 1,000,000 0 1,000,000 0 1,000,000 0.4%
Ring King Investment Co., Limited 0 257,525 0 257,525 257,525 0.4%
Ailin Xin 0 257,525 0 257,525 257,525
Filing
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

GLORY STAR NEW MEDIA GROUP HOLDINGS LIMITED

(Name of Issuer)

 

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

 

G39973105

(CUSIP Number)

 

Bing Zhang

22F, Block B, Xinhua Technology Building,

No. 8 Tuofangying South Road,

Jiuxianqiao, Chaoyang District, Beijing, China 100016

+86-138-1035-5988

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

April 7, 2023

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 
*This Schedule constitutes Amendment No. 5 to the Schedule 13D filed by Happy Starlight Limited and Mr. Bing Zhang on February 24, 2020, Amendment No. 3 to the Schedule 13D filed by Enjoy Starlight Limited and Mr. Jia Lu on February 24, 2020, Amendment No. 2 to the Schedule 13D filed by each of Mr. Himanshu H. Shah, Shah Capital Management, Inc., Shah Capital Opportunity Fund LP, Ronghui Zhang, Wealth Starlight Limited, Wei Zhang, Hui Lin, Rich Starlight Limited, Hanying Li, Renny Consulting Ltd, Lilly Starlight Limited, Song Gao, Peiyuan Qiu, Smart Best International Corporation, Zhengjun Zhang, Nan Lu, Jianhua Wang, Ailin Xin and Ring & King Investment Co., Limited on April 22, 2022 and Amendment No. 1 to the Schedule 13D filed by Cheers Inc. on July 12, 2022.

 

*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. G39973105SCHEDULE 13D/APage 2 of 31 pages

 

 

1

Names of Reporting Persons

 

Happy Starlight Limited (“HSL”)

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

18,952,863

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

18,952,863

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,952,863

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

27.8%*

14

Type of Reporting Person

 

CO

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 3 of 31 pages

 

 

1

Names of Reporting Persons

 

Cheers Inc. (“Parent”)

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

0

14

Type of Reporting Person

 

CO

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 4 of 31 pages

 

 

1

Names of Reporting Persons

 

Bing Zhang

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

760,000

8

Shared Voting Power

 

18,952,863

9

Sole Dispositive Power

 

760,000

10

Shared Dispositive Power

 

18,952,863

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

19,712,863

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

28.9%*

14

Type of Reporting Person

 

IN

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 5 of 31 pages

 

 

1

Names of Reporting Persons

 

Enjoy Starlight Limited

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

WC; OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

6,554,116

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

6,554,116

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,554,116

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

9.6%*

14

Type of Reporting Person

 

CO

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 6 of 31 pages

 

 

1

Names of Reporting Persons

 

Jia Lu

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

165

8

Shared Voting Power

 

6,554,116

9

Sole Dispositive Power

 

165

10

Shared Dispositive Power

 

6,554,116

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,554,281

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

9.6%*

14

Type of Reporting Person

 

IN

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 7 of 31 pages

 

 

1

Names of Reporting Persons

 

Shah Capital Management, Inc.

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

State of North Carolina, United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

7,557,251

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

7,557,251

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,557,251

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

11.1%*

14

Type of Reporting Person

 

IA

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 8 of 31 pages

 

 

1

Names of Reporting Persons

 

Shah Capital Opportunity Fund LP

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

State of Delaware, United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

7,557,251

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

7,557,251

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,557,251

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

11.1%*

14

Type of Reporting Person

 

PN

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 9 of 31 pages

 

 

1

Names of Reporting Persons

 

Himanshu H. Shah

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

United State of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

7,557,251

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

7,557,251

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,557,251

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

11.1%*

14

Type of Reporting Person

 

IN

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 10 of 31 pages

 

 

1

Names of Reporting Persons

 

Wealth Starlight Limited

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

3,927,831

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

3,927,831

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,927,831

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

5.8%*

14

Type of Reporting Person

 

CO

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 11 of 31 pages

 

 

1

Names of Reporting Persons

 

Ronghui Zhang

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

2,749

8

Shared Voting Power

 

3,927,831

9

Sole Dispositive Power

 

2,749

10

Shared Dispositive Power

 

3,927,831

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,930,580

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

5.8%*

14

Type of Reporting Person

 

IN

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 12 of 31 pages

 

 

1

Names of Reporting Persons

 

Wei Zhang

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

720,595

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

720,595

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

720,595

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

1.1%*

14

Type of Reporting Person

 

IN

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 13 of 31 pages

 

 

1

Names of Reporting Persons

 

Rich Starlight Limited

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

3,362,521

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

3,362,521

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,362,521

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

4.9%*

14

Type of Reporting Person

 

CO

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 14 of 31 pages

 

 

1

Names of Reporting Persons

 

Hui Lin

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

3,362,521

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

3,362,521

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,362,521

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

4.9%*

14

Type of Reporting Person

 

IN

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 15 of 31 pages

 

 

1

Names of Reporting Persons

 

Renny Consulting Ltd

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

20,000

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

20,000

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

20,000

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

0.03%*

14

Type of Reporting Person

 

CO

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 16 of 31 pages

 

 

1

Names of Reporting Persons

 

Lilly Starlight Limited

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

947,232

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

947,232

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

947,232

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

1.4%*

14

Type of Reporting Person

 

CO

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 17 of 31 pages

 

 

1

Names of Reporting Persons

 

Hanying Li

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

967,232

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

967,232

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

967,232

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

1.4%*

14

Type of Reporting Person

 

IN

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 18 of 31 pages

 

 

1

Names of Reporting Persons

 

Song Gao

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

500,000

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

500,000

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

500,000

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

0.7%*

14

Type of Reporting Person

 

IN

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 19 of 31 pages

 

 

1

Names of Reporting Persons

 

Smart Best International Corporation

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

2,212,068

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

2,212,068

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,212,068

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

3.2%*

14

Type of Reporting Person

 

CO

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 20 of 31 pages

 

 

1

Names of Reporting Persons

 

Peiyuan Qiu

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

141,000

8

Shared Voting Power

 

2,212,068

9

Sole Dispositive Power

 

141,000

10

Shared Dispositive Power

 

2,212,068

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,353,068

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

3.5%*

14

Type of Reporting Person

 

IN

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 21 of 31 pages

 

 

1

Names of Reporting Persons

 

Zhengjun Zhang

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

1,334,299

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

1,334,299

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,334,299

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

2.0%*

14

Type of Reporting Person

 

IN

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 22 of 31 pages

 

 

1

Names of Reporting Persons

 

Nan Lu

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Hong Kong Special Administrative Region, People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

1,025,348

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

1,025,348

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,025,348

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

1.5%*

14

Type of Reporting Person

 

IN

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 23 of 31 pages

 

 

1

Names of Reporting Persons

 

Jianhua Wang

2

Check the Appropriate Box if a Member of a Group

 

(a) ☐ (b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

1,000,000

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

1,000,000

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,000,000

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

1.5%*

14

Type of Reporting Person

 

IN

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 24 of 31 pages

 

 

1

Names of Reporting Persons

 

Ring & King Investment Co., Limited

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

257,525

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

257,525

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

257,525

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

0.4%*

14

Type of Reporting Person

 

CO

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 25 of 31 pages

 

 

1

Names of Reporting Persons

 

Ailin Xin

2

Check the Appropriate Box if a Member of a Group

 

(a) ☒(b) ☐

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

257,525

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

257,525

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

257,525

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

0.4%*

14

Type of Reporting Person

 

IN

 

*Percentage calculated based on 68,124,402 ordinary shares outstanding as of February 28, 2023.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 26 of 31 pages

 

 

Explanatory Note

 

This Schedule constitutes Amendment No. 5 to the Schedule 13D filed by HSL and Mr. Bing Zhang (“Mr. Zhang”) on February 24, 2020 (as amended, the “HSL Original Schedule 13D”), Amendment No. 3 to the Schedule 13 D filed by Enjoy Starlight Limited and Mr. Jia Lu on February 24, 2020 (as amended, the “ESL Original Schedule 13D”), Amendment No. 2 to the Schedule 13D filed by each of Mr. Himanshu H. Shah, Shah Capital Management, Inc., Shah Capital Opportunity Fund LP, Ronghui Zhang, Wealth Starlight Limited, Wei Zhang, Hui Lin, Rich Starlight Limited, Hanying Li, Renny Consulting Ltd, Lilly Starlight Limited, Song Gao, Peiyuan Qiu, Smart Best International Corporation, Zhengjun Zhang, Nan Lu, Jianhua Wang, Ailin Xin and Ring & King Investment Co., Limited on April 22, 2022 (as amended, the “Other Rollover Shareholders Schedule 13D”) and Amendment No. 1 to the Schedule 13D filed by Cheers Inc. on July 12, 2022 (“Parent Schedule 13D”, together with the HSL Original Schedule 13D, the ESL Original Schedule 13D, and the Other Rollover Shareholders Schedule 13D, the “Original Schedule 13Ds”), relating to the ordinary shares, par value $0.0001 per share (“Shares”), of Glory Star New Media Group Holdings Limited, a company organized under the laws of the Cayman Islands (the “Issuer”). Except as set forth herein, the Original Schedule 13Ds are unmodified and remain in full force and effect as to the applicable reporting persons thereof (the “Reporting Persons”). Capitalized terms used but not defined herein shall have the meaning set forth in the Original Schedule 13Ds.

 

Item 2. Identity and Background.

 

Item 2 in the Original Schedule 13Ds is amended and restated in its entirety as follows:

 

The Reporting Persons were previously parties to a joint filing agreement, dated July 12, 2022 (the “Joint Filing Agreement”), pursuant to which the Reporting Persons agreed to jointly file the Schedule 13D and any and all amendments thereto. The Joint Filing Agreement was terminated by a termination agreement, dated April 11, 2023 (the “Joint Filing Termination Agreement”). The Joint Filing Termination Agreement is filed herewith as Exhibit 3 and is incorporated herein by reference.

 

As a result of the matters described in this Amendment, the Reporting Persons will no longer be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Act and Parent, Wei Zhang, Hui Lin, Rich Starlight Limited, Hanying Li, Renny Consulting Ltd, Lilly Starlight Limited, Song Gao, Peiyuan Qiu, Smart Best International Corporation, Zhengjun Zhang, Nan Lu, Jianhua Wang, Ailin Xin and Ring & King Investment Co., Limited ceased to be beneficial owners of more than five percent of the Shares and are no longer required to file statements on Schedule 13D with respect to their beneficial ownership of Shares or other securities of the Issuer. The other Reporting Persons will continue filing statements on Schedule 13D or Schedule 13G with respect to their respective beneficial ownership of securities of the Issuer to the extent required by applicable laws.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Original Schedule 13Ds is amended and supplemented by inserting the following:

 

On April 6, 2023, the Issuer provided a notice of termination (“Notice of Termination”) to Parent, pursuant to which the Issuer (i) proposed to terminate the Merger Agreement because Parent and Merger Sub allegedly have breached the Merger Agreement in a way that would result in the conditions to closing of the Merger not being satisfied, and those breaches are not capable of being cured prior to April 11, 2023 and (ii) demanded payment of the Parent Termination Fee. On April 7, 2023, Parent sent a response letter (the “Response Letter”) to the Issuer, which stated that while Parent disagrees with the allegations made in the Notice of Termination, Parent acknowledges that the Issuer can terminate the Merger Agreement pursuant to Section 9.1(h) of the Merger Agreement and thus agrees to pay the Parent Termination Fee pursuant to Section 9.2(b)(iv) of the Merger Agreement on that basis.

 

As a result of the termination of the Merger Agreement, the Interim Investors Agreement, the Equity Commitment Letters, the Support Agreements and the Voting Proxies were also terminated pursuant to the terms thereof. As a consequence of such termination, the Reporting Persons will no longer be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Act and Parent, Wei Zhang, Hui Lin, Rich Starlight Limited, Hanying Li, Renny Consulting Ltd, Lilly Starlight Limited, Song Gao, Peiyuan Qiu, Smart Best International Corporation, Zhengjun Zhang, Nan Lu, Jianhua Wang, Ailin Xin and Ring & King Investment Co., Limited ceased to be beneficial owners of more than five percent of the Shares.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 27 of 31 pages

 

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Original Schedule 13Ds is amended and restated in its entirety as follows:

 

(a) and (b) The information contained on the cover pages to this Schedule is incorporated herein by reference.

 

(c)Except as set forth herein, none of the Reporting Persons have effected any transactions in the Shares during the last 60 days.

 

(d)None.

 

(e)The information contained in Item 4 is incorporated herein by reference.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the Original Schedule 13Ds is amended and supplemented by adding the following:

 

The descriptions of the Notice of Termination and the Response Letter under Item 4 are incorporated herein by reference in their entirety.

 

The Reporting Persons were previously parties to the Joint Filing Agreement, pursuant to which the Reporting Persons agreed to jointly file the Schedule 13D and any and all amendments thereto. The Joint Filing Agreement was terminated by the Joint Filing Termination Agreement which is filed herewith as Exhibit 3 and is incorporated herein by reference.

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 28 of 31 pages

 

 

Item 7. Materials to be Filed as Exhibits

 

Item 7 of the Original Schedule 13Ds is hereby supplemented by adding the following exhibits:

 

Exhibit

Number

  

Description

1   Notice of Termination dated April 6, 2023 by the Issuer
2   Parent Response Letter to the Notice of Termination dated April 7, 2023
3   Joint Filing Termination Agreement by and between the Reporting Persons, dated as of April 11, 2023

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 29 of 31 pages

 

 

SIGNATURES

 

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: April 11, 2023

 

  Bing Zhang
     
  By: /s/ Bing Zhang
  Name: Bing Zhang, an individual
     
  cheers inc.
     
  By: /s/ Bing Zhang
  Name: Bing Zhang, Authorized Signatory
     
  Happy Starlight Limited
     
  By: /s/ Bing Zhang
  Name: Bing Zhang, Authorized Signatory
     
  Jia Lu
     
  By: /s/ Jia Lu
  Name: Jia Lu, an individual
     
  Enjoy Starlight Limited
     
  By: /s/ Jia Lu
  Name: Jia Lu, Authorized Signatory
     
  Himanshu H. Shah
     
  By: /s/ Himanshu H. Shah
  Name: Himanshu H. Shah, an individual
     
  Shah Capital Opportunity Fund LP
     
  By: /s/ Himanshu H. Shah
  Name: Himanshu H. Shah, Authorized Signatory

  

 

CUSIP No. G39973105SCHEDULE 13D/APage 30 of 31 pages

 

 

  Shah Capital Management, Inc.
     
  By: /s/ Himanshu H. Shah
  Name: Himanshu H. Shah, Authorized Signatory
     
  Ronghui Zhang
     
  By: /s/ Ronghui Zhang
  Name: Ronghui Zhang, an individual
     
  Wealth Starlight Limited
     
  By: /s/ Ronghui Zhang
  Name: Ronghui Zhang, Authorized Signatory
     
  WEI Zhang
     
  By: /s/ Wei Zhang
  Name: Wei Zhang, an individual
     
  Hui Lin
     
  By: /s/ Hui Lin
  Name: Hui Lin, an individual
     
  Rich Starlight Limited
     
  By: /s/ Hui Lin
  Name: Hui Lin, Authorized Signatory
     
  Hanying Li
     
  By: /s/ Hanying Li
  Name: Hanying Li, an individual
     
  Lilly Starlight Limited
     
  By: /s/ Hanying Li
  Name: Hanying Li, Authorized Signatory
     
  Renny Consulting Ltd
     
  By: /s/ Hanying Li
  Name: Hanying Li, Authorized Signatory

 

 

CUSIP No. G39973105SCHEDULE 13D/APage 31 of 31 pages

 

 

  Song Gao
     
  By: /s/ Song Gao
  Name: Song Gao, an individual
     
  Peiyuan Qiu
     
  By: /s/ Peiyuan Qiu
  Name: Peiyuan Qiu, an individual
     
  Smart Best International Corporation
     
  By: /s/ Peiyuan Qiu
  Name: Peiyuan Qiu, Authorized Signatory
     
  Zhengjun Zhang
     
  By: /s/ Zhengjun Zhang
  Name: Zhengjun Zhang, an individual
     
  Nan Lu
     
  By: /s/ Nan Lu
  Name: Nan Lu, an individual
     
  Jianhua Wang
     
  By: /s/ Jianhua Wang
  Name: Jianhua Wang, an individual
     
  Ailin Xin
     
  By: /s/ Ailin Xin
  Name: Ailin Xin, an individual
     
  Ring & King Investment Co., Limited
     
  By: /s/ Ailin Xin
  Name: Ailin Xin, Authorized Signatory