Filing Overview
Registrant: TKK Symphony Acquisition Corporation, a Cayman Islands blank-check company; the filing is associated with the proposed transition to Cheer Holding/Glory Star New Media Group Holdings Limited.
Form 8-K date: December 26, 2019, reporting events occurring on December 23, 2019. The filing reports the results of an extraordinary general meeting held in lieu of the 2019 annual meeting.
Business Combination and Shareholder Approvals
Shareholders approved the Share Exchange Agreement dated September 6, 2019. Under the agreement, the company would acquire all outstanding shares of Glory Star New Media Group Limited, making Glory Star a wholly owned subsidiary. Glory Star shareholders would receive ordinary shares of the company.
- Approved the business combination and related share exchange.
- Approved changing the corporate name from TKK Symphony Acquisition Corporation to “Glory Star New Media Group Holdings Limited.”
- Approved amendments removing or changing provisions associated with the company’s blank-check status and making other non-substantive amendments.
- Approved issuance of more than 20% of the company’s outstanding ordinary shares in connection with the business combination.
- Re-elected James Heimowitz, Stephen Markscheid and Zhe Zhang as Class I directors.
- Approved and adopted the Glory Star New Media Group Holdings Limited 2019 Equity Incentive Plan.
Voting Results
| Proposal | For | Against | Abstain | Broker non-votes |
|---|---|---|---|---|
| Share Exchange Agreement | 14,649,757 | 511,595 | 33 | 0 |
| Name change | 14,723,157 | 438,195 | 33 | 0 |
| Blank-check provisions amendments | 14,649,757 | 445,095 | 66,533 | 0 |
| Other articles amendments | 14,650,065 | 444,786 | 66,534 | 0 |
| Share issuance exceeding 20% | 14,656,657 | 504,695 | 33 | 0 |
| 2019 Equity Incentive Plan | 14,656,656 | 438,195 | 66,534 | 0 |
Each of the three director nominees was elected. The filing reports votes for and withheld of 14,723,190 and 438,195 for James Heimowitz; 14,722,361 and 439,024 for Stephen Markscheid; and 14,723,190 and 438,195 for Zhe Zhang.
Financial Metrics and Liquidity
This 8-K does not provide revenue, profit, cash flow, margins, debt, liquidity, balance-sheet data or other operating financial metrics. It is principally a shareholder-vote and business-combination update.
Material Changes, Outlook and Risks
- The approved transaction would transform the registrant from a blank-check company into a holding company for Glory Star’s media and technology business.
- The transaction requires completion of the contemplated share exchange; this filing does not state that the closing occurred.
- The approved issuance of more than 20% of outstanding ordinary shares could result in substantial dilution to existing shareholders.
- Approval of the equity incentive plan could result in additional equity dilution, although the filing text does not specify the number of shares reserved under the plan.
- No financial guidance, operating outlook, contingencies, transaction consideration amount, closing date or updated risk disclosures are provided in the filing text.
Key Facts to Verify
- Whether and when the Glory Star share exchange actually closed.
- The final number of ordinary shares issued to Glory Star shareholders and the resulting ownership percentages.
- The post-transaction corporate name, ticker symbols and exchange listing status.
- The number of shares authorized under the 2019 Equity Incentive Plan.
- Any subsequent filings describing Glory Star’s financial results, liquidity, debt, valuation and transaction-related risks.