Business Context and Reporting Period
This Form 6-K, dated October 1, 2021, covers October 2021 and was filed by Glory Star New Media Group Holdings Limited, identified in the request metadata as Cheer Holding, Inc. The filing reports the status of an August 25, 2021 subscription agreement with an institutional investor.
Key Financial and Financing Metrics
| Item | Reported amount or terms |
|---|---|
| Maximum gross proceeds | Approximately $10.0 million |
| First tranche completed | $2.0 million on August 30, 2021 |
| Shares issued in first tranche | 571,428 ordinary shares |
| Warrants issued in first tranche | Warrants to purchase 571,428 ordinary shares |
| Combined purchase price | $3.50 per ordinary share and accompanying warrant |
| Warrant exercise price | $4.40 per share |
| Warrant term | Immediately exercisable and expiring one year after issuance |
| Remaining potential proceeds | Up to approximately $8.0 million, subject to investor election |
The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating-financial metrics for the reporting period.
Material Changes Versus the Prior Disclosure
- The investor completed only the initial $2.0 million tranche.
- As of September 30, 2021, the investor had not elected to purchase the remaining ordinary shares and warrants.
- The investor was required to purchase the full $10.0 million commitment by September 30, 2021, but the filing does not report completion of that requirement or any amendment to the agreement.
Outlook, Risks, and Unusual Items
- No operating guidance or management outlook is provided.
- Future financing proceeds were uncertain because additional tranches depended on the investor’s election.
- Issuance of the remaining shares and exercise of the warrants could dilute existing shareholders.
- The warrants have a $4.40 exercise price, which may create additional proceeds only if exercised while the market price supports exercise.
- The filing incorporates the reported information into the company’s effective Form F-3 registration statement.
Investor Verification Points
- Verify whether the remaining approximately $8.0 million financing was completed after September 30, 2021.
- Confirm the final number of ordinary shares and warrants issued under the subscription agreement.
- Review subsequent filings for amendments, termination, or investor nonperformance under the agreement.
- Assess the potential dilution from issued and exercisable warrants.
- Reconcile the filing’s company name, Glory Star New Media Group Holdings Limited, with the current corporate name Cheer Holding, Inc.