GSMG Glory Star New Media Group Holdings Ltd

CUSIP No. G39973105

CUSIP No. G39973105

SCHEDULE 13D

Item 1. Security and Issuer

This Amendment No. 1 (this “Amendment”) amends and supplements the statement on Schedule 13D (the “Schedule 13D”) filed by Happy Starlight Limited (“HSL”) and Mr. Bing Zhang (HSL, together with Mr. Bing Zhang, the “Reporting Person”) on February 23, 2020 relating to the beneficial ownership of shares of ordinary shares, par value $0.0001 per share (the “Shares”) of Glory Star New Media Group Holdings Limited, a Cayman Islands corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Schedule 13D.

Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by adding the following paragraphs to the end of the item:

Pursuant to the terms of the Share Exchange Agreement, as amended from time to time, and certain assignment of the Earnout Shares amongst the Sellers, on April 22, 2020, the Issuer issued 1,846,900 Earnout Shares to HSL upon Glory Star achieving certain financial performance targets for the 2019 fiscal year, and on April 28, 2021, the Issuer issued an additional 1,886,000 Earnout Shares to HSL upon Glory Star achieving certain financial performance targets for the 2020 fiscal year. No additional consideration was made by HSL to the Issuer.

As a result of the issuance of the Earnout Shares, HSL beneficially owns an aggregate of 18,952,863 Shares of the Issuer. Mr. Zhang, by virtue of his ownership and control of HSL, is deemed to beneficially own 19,712,863 Shares of the Issuer, of which 18,952,863 Shares are directly beneficially owned by HSL and 760,000 Shares are directly beneficially owned by Mr. Zhang. Mr. Zhang’s beneficial ownership of 19,712,863 Shares represents 29.2% of such outstanding class of the Issuer’s securities. The percentage calculation is based upon 67,550,974 Shares outstanding of the Issuer as of April 30, 2021.

The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the Share Exchange Agreement, attached as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on September 12, 2019, (ii) the Joinder to Share Exchange Agreement, attached as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on November 7, 2019 and (iii) the Amendment to the Share Exchange Agreement, attached as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 30, 2020, and are incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

Item 5 is deleted in its entirety and replaced with the following text:

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

Item 6 is hereby amended by incorporating by reference the information set forth in Item 3 above.

Item 7. Materials to be Filed as Exhibits

SIGNATURE

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.

Dated: May 5, 2021

Attention - Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he, she or it knows or has reason to believe that such information is not accurate. The undersigned each expressly authorize each other to file any and all amendments to such statement on their behalf. The undersigned agree that this joint filing agreement may be signed in counterparts.

Dated: May 5, 2021