Cheer Holding, Inc. (formerly Glory Star New Media Group Holdings Limited) — Form 6-K Summary
Business context and reporting period
This Form 6-K, dated February 22, 2021, reports the entry into an underwriting agreement for a public securities offering. The filing identifies the issuer as Glory Star New Media Group Holdings Limited; the request metadata identifies the company as Cheer Holding, Inc. The filing covers February 2021 and does not provide operating results for a quarterly or annual reporting period.
Offering and key financial terms
- The company agreed to issue and sell 3,810,976 ordinary shares and warrants to purchase 3,810,976 ordinary shares.
- The public offering price was $3.28 per share and associated warrant.
- Each warrant has an exercise price of $4.10 per share, is immediately exercisable, and expires five years after issuance.
- Underwriters received a 45-day option to purchase up to an additional 571,646 ordinary shares and warrants to purchase up to 571,646 ordinary shares.
- Expected net proceeds were approximately $11.3 million, or approximately $13.0 million if the over-allotment option was exercised in full, excluding potential warrant exercise proceeds.
- Net proceeds are intended primarily for working capital and other general corporate purposes.
- Univest Securities, LLC served as sole book-running manager. The company agreed to pay a cash fee equal to 7.0% of gross proceeds, reimburse up to $150,000 of specified expenses, and issue underwriter warrants to purchase up to 190,549 ordinary shares, or 219,131 shares if the over-allotment option was fully exercised.
Material changes versus the prior comparable period
The filing text does not provide prior-period financial statements or comparable revenue, profit, cash flow, margin, debt, or liquidity figures. The principal reported change is the planned capital raise through the issuance of ordinary shares and warrants, which may dilute existing shareholders.
Guidance, outlook, risks, and unusual items
- Delivery of the offered securities was expected on or about February 24, 2021, subject to customary closing conditions.
- Completion, timing, size, and terms of the offering were identified as forward-looking matters.
- Risks include market conditions and failure to satisfy customary closing conditions. The company stated that the offering might not be completed on the anticipated terms or at all.
- The offering was conducted under an effective Form F-3 shelf registration statement and a February 22, 2021 prospectus supplement.
- The filing incorporates the underwriting agreement, warrant forms, underwriter warrant form, legal opinion, and related exhibits by reference.
Investor verification points
- Confirm whether the offering closed and the final number of shares and warrants issued.
- Confirm whether the over-allotment option was exercised and the final net proceeds received.
- Review the final underwriting agreement and warrant terms, including adjustment provisions and potential dilution.
- Verify the company’s corporate name and ticker history, given the filing’s use of Glory Star New Media Group Holdings Limited and the request metadata’s reference to Cheer Holding, Inc.
- Assess the use of proceeds and the company’s subsequent liquidity, operating performance, debt, and cash-flow disclosures, which are not provided in this filing.