What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2020-03-31 compared with 2019-03-11 · 252 added, 177 removed, 28 unchanged (94% of the section changed)

Market for Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities

units, ordinary shares, rights and warrants are each traded on the NASDAQ Capital Market under the symbols “TKKSU,”

“TKKS,”

“TKKSR”

and “TKKSW, respectively.

Our units commenced public trading on August 16, 2018,

and our ordinary shares, rights and warrants commenced public trading on September 12, 2018.

March 11, 2019, there was 1 holder of record of our units, 15 holders of record of our ordinary shares, 1 holder of

record of our rights and two holders of record of our warrants.

ordinary shares and warrants are each listed on the Nasdaq Capital Market under the symbols “TKKS,”

and “TKKSW,”

respectively.

On February 19, 2020, our symbols were changed to “GSMG,”

and “GSMGW.”

Following the closing

of the Business Combination, the Company’s units and rights are no longer traded on the Nasdaq Capital Market under the

symbols “TKKSU,”

and “TKKSR.”

March 20, 2020, there were 39 holders of record of our ordinary shares, and two (2) holders of record of our warrants.

Authorized for Issuance Under Equity Compensation Plans.

1 unchanged sentence

of Equity Securities by the Issuer and Affiliated Purchasers

Company did not declare or pay dividends on its common stock during fiscal years 2019 and 2018 and we presently do not expect

to declare or pay such dividends in the foreseeable future and expect to reinvest all undistributed earnings to expand our operations,

which the management believes would be of the most benefit to our stockholders.

The declaration of dividends, if any, will be

subject to the discretion of our Board of Directors, which may consider such factors as our results of operations, financial condition,

capital needs and acquisition strategy, among others.

Sales of Unregistered Securities

Selected Financial Data

following table sets forth selected historical financial information derived from our audited financial statements included elsewhere

in this report as of December 31, 2018, and for period from February 5, 2018 (inception) through December 31, 2018.

You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of

Financial Condition and Results of Operations”

and the financial statements and the related notes appearing elsewhere in

For the Period from

(inception) through December 31,

Statement of Operations Data:

Loss from operations

Other income, net

Weighted average shares outstanding of ordinary shares

Basic and diluted net loss per ordinary share

Marketable securities held in Trust Account

$ 251,886,105

$ 252,412,991

Total liabilities

Ordinary shares, subject to possible redemption

$ 247,389,192

Total shareholders’

Cash Flow Data:

Net cash used in operating activities

Net cash used in investing activities

$ (250,000,000 )

Net cash provided by financing activities

$ 250,780,062

a smaller reporting company, we are not required to provide this information.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the purpose this Item

7 Management’s Discussion and Analysis of Financial Condition and Results of Operations, we are providing the historical

information of TKK for the year ended December 31, 2019 and from February 5, 2018 (inception) through December 31, 2018.

The Management’s

Discussion and Analysis of Financial Conditions and Results of Operations for Glory Star can be found in our Current Report on

Form 8-K/A (Amendment No.

2) concurrently filed with the SEC on March 31, 2020.

Exchange Agreement

On February 14, 2020,

TKK consummated the Business Combination contemplated by the Share Exchange Agreement pursuant to which the Company acquired 100%

of the equity interests of Glory Star from the Sellers.

Upon closing of the Business Combination, the Company acquired all of

the issued and outstanding securities of Glory Star in exchange for (i) approximately 41,204,025 of our ordinary shares (“Closing

Payment Shares”), or one ordinary share for approximately 0.04854 outstanding shares of Glory Star, of which 2,060,201 of

the Closing Payment Shares (the “Escrow Shares”) shall be deposited into escrow to secure certain indemnification

obligations of the Sellers, plus (ii) earnout payments consisting of up to an additional 5,000,000 of our ordinary shares if we

meet certain financial performance targets for the 2019 fiscal year, which we believe we have met, and an additional 5,000,000

of our ordinary shares if we meet certain financial performance targets for the 2020 fiscal year (the “Earnout Shares”).

In the event that a financial performance target is not met for the 2019 fiscal year and/or 2020 fiscal year but we meet certain

financial performance targets for the 2019 fiscal year and 2020 fiscal year combined, the Sellers will be entitled to receive

any Earnout Shares that they otherwise did not receive (the “Alternative Earnout”).

connection with the Share Exchange Agreement:

entered into a Registration Rights Agreement (“Registration Rights Agreement”) with the Sponsor and the Sellers pursuant

to which TKK will grant certain registration rights to the Sellers with respect to the registration of the Closing Payment Shares

and Earnout Shares.

entered into a Lock-Up Agreement (“Lock-Up Agreement”) with certain Sellers that directly or indirectly own in excess

of 10% of Glory Star Group equity prior to the Closing pursuant to which each Seller party thereto agreed that such Seller will

not, during the period from the Closing and ending on the earlier of (i) with respect to 50% of the Closing Payment Shares (including

Escrow Shares) and Earnout Shares (“Restricted Securities”), (x) the six month anniversary of the date of the Closing,

(y) the date on which the Closing sale price of our ordinary shares equals or exceeds $12.50 per share for any 20 trading days

within any 30 trading day period commencing after the Closing, and (z) the date after the Closing on which we consummate a liquidation,

merger, share exchange or other similar transaction with an unaffiliated third party (a “Subsequent Transaction”),

and (ii) with respect to the remaining 50% of the Restricted Securities, (x) the one year anniversary of the date of the Closing

and (y) the date after the Closing on which we consummate a Subsequent Transaction, sell, transfer, assign, pledge, hypothecate

or otherwise dispose of, directly or indirectly, the Restricted Securities, or publicly disclose the intention to do any of the

Each Seller further agreed that the Escrow Shares will continue to be subject to such transfer restrictions until they

are released from the escrow account.

However, each Seller party thereto will be allowed to transfer any of our Restricted Securities

(other than the Escrow Shares while they are held in the escrow account) by gift, will or intestate succession or to any affiliate,

shareholder, members, party or trust beneficiary, provided in each such case that the transferee thereof agrees to be bound by

the restrictions set forth in the applicable Lock-Up Agreement.

entered into a Non-Competition and Non-Solicitation Agreement (“Non-Competition Agreement”) with certain Sellers that

directly or indirectly own in excess of 30% of Glory Star’s equity prior to the Closing (including Glory Star Group’s

chairman) and their principal shareholders (together with the applicable Seller, the “Subject Parties”).

Non-Competition Agreements, for a period of three (3) years after the Closing, each Subject Party and our affiliates will not,

without our prior written consent, anywhere in the PRC or any other markets directly or indirectly engage in which we are engaged,

or are actively contemplating to become engaged, in the Business (as defined below) (or own, manage, finance or control, or become

engaged or serve as an officer, director, employee, member, partner, agent, consultant, advisor or representative of, an entity

that engages in) of online media and entertainment services (collectively, the “Business”).

However, the Subject Parties

and their respective affiliates may own passive investments of no more than 3% of any class of outstanding equity interests in

a competitor that is publicly traded, so long as the Subject Parties and their affiliates and their respective directors, officers,

managers and employees who were involved with the our business, and the immediate family members of the Subject Parties or their

respective affiliates, are not involved in the management or control of such competitor.

Under the Non-Competition Agreements,

during such restricted period, the Subject Parties also will not, without our prior written consent, (i) solicit or hire our employees,

consultants or independent contractors as of the Closing (or during the year prior to the Closing) or otherwise interfere with

our relationships with such persons, (ii) solicit or divert the our customers as of the Closing (or during the year prior to the

Closing) relating to the Business or otherwise interfere with our contractual relationships with such persons, or (iii) interfere

with or disrupt any of our vendors, suppliers, distributors, agents or other service providers for a purpose competitive with

us as it relates to the Business.

The Subject Parties will also agree in each Non-Competition Agreement to not disparage us and

to keep confidential and not use our confidential information.

after the Business Combination, our public shareholders own approximately 5.05% of GS Holdings, TKK’s former directors,

officers and initial shareholders, including the Sponsor, and EarlyBirdCapital, Inc.

(“EBC”) own approximately 12.16%

of GS Holdings, and the Sellers own approximately 82.79% of GS Holdings.

giving effect to the Business Combination transaction and the issuance of the Closing Payment Shares described above, there are

49,767,866 of our ordinary shares issued and outstanding.

connection with the Business Combination, on February 14, 2020, we entered into a Business Combination Marketing Agreement Fee

Amendment (“Fee Amendment”) with EBC whereby EBC agreed to amend the fees payable under the Business Combination Marketing

Agreement, dated August 15, 2018, by and between EBC and TKK (“Original Marketing Agreement”).

Under the Original

Marketing Agreement, EBC agreed to assist TKK in connection with TKK’s business combination with one or more businesses

or entities in exchange for a cash fee equal to 3.5% of the gross proceeds received in the IPO.

In addition, TKK agreed to reimburse

EBC for up to $20,000 of its reasonable costs and expenses incurred by it.

Under the Fee Amendment, EBC agreed to reduce its fee

of $8.75 million due under the Original Agreement and forgo reimbursement of expenses in exchange for a convertible promissory

note in the amount of $4.0 million without interest (“EBC Note”).

The EBC Note is for a period of one year and is

convertible, at EBC’s option, into our ordinary shares at the conversion price equal to the volume-weighted average price

of our ordinary shares on Nasdaq or such other securities exchange or securities market on which our ordinary shares are then

listed or quoted, for the ten trading days prior to such conversion date;

provided, however, the conversion price shall not be

less than $5.00 (the “Floor Price”).

The EBC Note automatically converts into our ordinary shares on the maturity

EBC Note includes a covenant that we will use our best efforts to register the shares issuable under the EBC Note pursuant to

a registration statement with the SEC as soon as practicable, and obtain effectiveness of such registration statement with 180

calendar days from the date of the EBC Note (“Effectiveness Deadline”).

In the event such registration statement is

not effective by the Effectiveness Deadline, the Floor Price shall automatically decrease to $4.00, and by one dollar ($1.00)

for every 30-day period thereafter;

provided, however, the Floor Price shall not be less than $1.00.

February 14, 2020, we entered into an amended and restated promissory note with the Sponsor (the “Amended Sponsor Note”)

to (i) extend the maturity date from the closing of the Business Combination to a date that is one year from the closing of the

Business Combination and (ii) increased the principal amount of the note to $1.4 million, which included $300,000 in advances

we received from the Sponsor from November 2019 to January 2020.

In addition, under the Amended Sponsor Note, we granted the Sponsor

the right to convert the $1.4 million Amended Sponsor Note to our ordinary shares at the conversion price equal to the volume-weighted

average price of our ordinary shares on Nasdaq or such other securities exchange or securities market on which our ordinary shares

are then listed or quoted, for the ten trading days prior to such conversion date;

provided, however, the conversion price shall

not be less than $5.00.

The Amended Sponsor Note automatically converts into our ordinary shares on the maturity date.

Note Regarding Forward-Looking Statements

1 unchanged sentence

“Management’s Discussion and Analysis of Financial Condition and Results of Operations”

regarding the Company’s

regarding TKK’s

financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.

4 unchanged sentences

“intend”

and similar expressions, as they relate to us or the Company’s management, identify forward-looking

Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information

currently available to, the Company’s management.

Actual results could differ materially from those contemplated by the

forward-looking statements as a result of certain factors detailed in our filings with the SEC.

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the

financial statements and the notes thereto contained elsewhere in this Report.

and similar expressions, as they relate to us or TKK’s management, identify forward-looking statements.

Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently

available to, the Company’s management.

Actual results could differ materially from those contemplated by the forward-looking

statements as a result of certain factors detailed in our filings with the SEC.

following discussion and analysis of TKK’s financial condition and results of operations should be read in conjunction with

the financial statements and the notes thereto contained elsewhere in this Report.

Certain information contained in the discussion

and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

are a blank check company incorporated on February 5, 2018 as a Cayman Islands exempted company and formed for the purpose of

effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar Business Combination

with one or more businesses.

We intend to utilize cash derived from the proceeds of the Initial Public Offering, our securities,

debt or a combination of cash, securities and debt in effecting a Business Combination.

issuance of additional shares in a Business Combination:

significantly reduce the equity interest of our shareholders;

subordinate the rights of holders of ordinary shares if we issue preferred shares with rights senior to those afforded to

our ordinary shares;

likely cause a change in control if a substantial number of our ordinary shares are issued, which may affect, among other

things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation

or removal of our present officers and directors;

adversely affect prevailing market prices for our securities.

if we issue debt securities, it could result in:

and foreclosure on our assets if our operating revenues after a Business Combination are insufficient to pay our debt obligations;

of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt

security contains covenants that required the maintenance of certain financial ratios or reserves and we breach any such covenant

without a waiver or renegotiation of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing

while the debt security is outstanding;

expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to

raise capital or to complete a Business Combination will be successful.

to the Business Combination, TKK was a blank check company incorporated on February 5, 2018 as a Cayman Islands exempted company

and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization

or similar business combination with one or more businesses.

of Operations

have neither engaged in any operations nor generated any revenues to date.

Our only activities from February 5, 2018 (inception)

through December 31, 2018 were organizational activities, those necessary to consummate the Initial Public Offering, described

below, and identifying a target company for a Business Combination.

We do not expect to generate any operating revenues until

after the completion of our Business Combination.

We generate non-operating income in the form of interest income on marketable

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),

as well as for due diligence expenses.

the period from February 5, 2018 (inception) through December 31, 2018, we had net income of $1,609,139, which consists of interest

income on marketable securities held in the Trust Account $1,947,244, offset by operating costs of $276,966 and an unrealized

loss on marketable securities held in our Trust Account $61,139.

and Capital Resources

August 20 and 22, 2018, we consummated the Initial Public Offering of 22,000,000 Units and the sale of an additional 3,000,000

Units pursuant to the underwriters’

partial exercise of their over-allotment option at a price of $10.00 per Unit, generating

aggregate gross proceeds of $250,000,000.

Simultaneously with the closings of the Initial Public Offering and the sale of the

additional Units, we consummated the sales of an aggregate of 13,000,000 Private Placement Warrants to Symphony Holdings Limited

at a price of $0.50 per warrant, generating gross proceeds of $6,500,000.

connection with the Initial Public Offering and the private placement, a total of $250,000,000 was placed in the Trust Account.

We incurred $5,744,938 in Initial Public Offering related costs, including $5,000,000 of underwriting fees and $744,938 of other

the period from February 5, 2018 (inception) through December 31, 2018, cash used in operating activities was $373,068.

of $1,609,139 was affected by interest earned on marketable securities held in the Trust Account of $1,947,244, an unrealized

loss on marketable securities held in our Trust Account of $61,139 and changes in our operating assets and liabilities, which

used $96,102 of cash from operating activities.

of December 31, 2018, we had marketable securities held in the Trust Account of $251,886,105 (including approximately $1,886,000

of interest income, net of unrealized losses) consisting of U.S.

treasury bills with a maturity of 180 days or less.

income on the balance in the Trust Account may be used by us to pay taxes.

Through December 31, 2018, we did not withdraw any

funds from the interest earned on the Trust Account.

intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on

the Trust Account to acquire a target business or businesses and to pay our expenses relating thereto, including a cash fee equal

to 3.5% of the gross proceeds of Initial Public Offering payable to the upon consummation of our Business Combination for assisting

us in connection with such Business Combination.

To the extent that our ordinary shares are used in whole or in part as consideration

to effect our Business Combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended

will be used as working capital to finance the operations of the target business.

Such working capital funds could be used in

a variety of ways including continuing or expanding the target business’

operations, for strategic acquisitions and for

marketing, research and development of existing or new products.

Such funds could also be used to repay any operating expenses

or finders’

fees which we had incurred prior to the completion of our Business Combination if the funds available to us

outside of the Trust Account were insufficient to cover such expenses.

of December 31, 2018, we had cash of $406,994 held outside of the Trust Account.

We intend to use the funds held outside the Trust

Account primarily to identify and evaluate prospective acquisition candidates, perform business due diligence on prospective target

businesses, travel to and from the offices, plants or similar locations of prospective target businesses, review corporate documents

and material agreements of prospective target businesses, select the target business to acquire and structure, negotiate and consummate

a Business Combination.

order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the initial

shareholders, the Company’s officers and directors or their affiliates may, but are not obligated to (except as described

herein), loan us funds as may be required.

In the event that our Business Combination does not close, we may use a portion of

the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be

used for such repayment.

Up to $1,000,000 of such loans may be convertible into warrants at a price of $0.50 per warrant at the

option of the lender.

The warrants would be identical to the Private Placement Warrants issued to our Sponsor.

We do not expect

to seek loans from parties other than the initial shareholders, the Company’s officers and directors or their affiliates

as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek

access to funds in our Trust Account.

In February 2019, the Sponsor committed to provide us an aggregate of $300,000 in loans.

The loans, as well as any future loans that may be made by the Sponsor (or its affiliates), will be evidenced by notes and would

either be repaid upon the consummation of a Business Combination or up to $1,000,000 of the notes may be converted into warrants

at a price of $0.50 per warrant at the option of the lender.

have principally financed our operations from inception using proceeds from the sale of our equity securities to our shareholders

prior to the Initial Public Offering and such amount of proceeds from the Initial Public Offering that were placed in an account

outside of the Trust Account for working capital purposes.

As of December 31, 2018, we had $406,994 in our operating bank accounts,

$251,886,105 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem our ordinary

shares in connection therewith and working capital of $503,096.

In addition, in February 2019, our Sponsor committed to provide

us an aggregate of $300,000 in loans.

The loans, as well as any future loans that may be made by our Sponsor (or its affiliates),

will be evidenced by notes and would either be repaid upon the consummation of a Business Combination or up to $1,000,000 of the

notes may be converted into warrants.

Based on the foregoing, we believe we will have sufficient cash to meet our needs for the

next twelve months following the date from when the financial statements are issued.

has not engaged in any operations or generated any revenues during the year ended December 31, 2019.

TKK’s only activities

from February 5, 2018 (inception) through December 31, 2019 were organizational activities, those necessary to consummate the

initial public offering, described below, identifying a target company for a business combination and the proposed acquisition

of Glory Star.

TKK does not expect to generate any operating revenues until after the completion of its business combination.

TKK generates non-operating income in the form of interest income on marketable securities.

TKK incurs expenses as a result of

being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the year ended December

31, 2019, TKK had net income of $3.28 million, which consists of interest income on marketable securities held in the Trust Account

$5.61 million and an unrealized gain on marketable securities held in our Trust Account $19,313, offset by operating costs of $2.35

For the period from February

5, 2018 (inception) through December 31, 2018, TKK had net income of $1.61 million, which consists of interest income on marketable

securities held in the Trust Account $1.95 million, offset by operating costs of $0.28 million and an unrealized loss on marketable

securities held in our Trust Account of $61,139.

Liquidity and Capital Resources

On August 20 and 22, 2018,

TKK consummated the initial public offering of 22,000,000 Units and the sale of an additional 3,000,000 Units pursuant to the underwriters’

partial exercise of their over-allotment option at a price of $10.00 per Unit, generating aggregate gross proceeds of $250 million.

Simultaneously with the closings of the initial public offering and the sale of the additional Units, TKK consummated the sale

of an aggregate of 13,000,000 private placement warrants to Symphony Holdings Limited at a price of $0.50 per warrant, generating

gross proceeds of $6.5 million.

In connection with the initial

public offering and the private placement, TKK placed a total of $250 million in the trust account.

TKK incurred $5.74 million

in initial public offering related costs, including $5.0 million of underwriting fees and $0.74 million of other costs.

For the year ended December

31, 2019, cash used in operating activities was $1.72 million.

Net income of $3.28 million was affected by interest earned on marketable

securities held in the trust account of $5.61 million, an unrealized gain on marketable securities held in TKK’s trust account

of $19,313 and changes in our operating assets and liabilities, which provided $0.63 million of cash from operating activities.

For the period from February

5, 2018 (inception) through December 31, 2018, cash used in operating activities was $0.37 million.

Net income of $1.61 million

was affected by interest earned on marketable securities held in the trust account of $1.95 million, an unrealized loss on marketable

securities held in our trust account of $61,139 and changes in TKK’s operating assets and liabilities, which used $96,102

of cash from operating activities.

As of December 31, 2019,

TKK had cash of $34,527 held outside of the trust account and marketable securities held in the trust account of $256.52 million

(including approximately $7.5 million of interest income and unrealized gains) consisting of U.S.

treasury bills with a maturity

of 180 days or less.

Interest income on the balance in the trust account may be used by TKK to pay taxes.

Through December 31,

2019, TKK did not withdraw any funds from the interest earned on the trust account.

On September 6, 2019, TKK

issued the Sponsor an unsecured promissory note in a principal amount of up to $1.1 million (the “Sponsor Note”) for

working capital loans made or to be made by the sponsor, pursuant to which $0.35 million of previously provided advances were converted

into loans under the Sponsor Note.

The Sponsor Note bears no interest and is due on the earlier of (i) the consummation of a Business

Combination or (ii) TKK’s liquidation.

Up to $1.0 million of the loans under the Sponsor Note may be converted into warrants,

each warrant entitles the holders to receive one half of one ordinary share, at $0.50 per warrant.

As of December 31, 2019, the

total outstanding balance due under the Note was $1.1 million.

In November and December

2019, TKK Capital Holding, an affiliate of the Sponsor, advanced TKK an aggregate of $0.25 million to be used for working capital

purposes and for the payment of transaction costs in connection with a Business Combination.

The advances are unsecured, non-interest

bearing and due on demand.

As of December 31, 2019, there was $0.25 million of advances outstanding.

On February 14, 2020, TKK

entered into the Amended Sponsor Note to extend the maturity date from the closing of the Business Combination to a date that

is one year from the closing of the Business Combination and (ii) increased the principal amount of the note to $1.4 million,

which included $0.3 million in advances we received from the Sponsor from November 2019 to January 2020.

In addition, under the

Amended Sponsor Note, TKK granted the Sponsor the right to convert the $1.4 million Amended Sponsor Note to our ordinary shares

at the conversion price equal to the volume-weighted average price of our ordinary shares on Nasdaq or such other securities exchange

or securities market on which our ordinary shares are then listed or quoted, for the ten trading days prior to such conversion

provided, however, the conversion price shall not be less than $5.00.

The Amended Sponsor Note automatically converts into

our ordinary shares on the maturity date.

sheet financing arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2018.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often

referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet

arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities,

guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an

agreement to pay an affiliate of our Chief Executive Officer a monthly fee of $15,000 for general and administrative services,

including office space, utilities and administrative services provided to the Company.

We began incurring these fees on August

15, 2018 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our

has no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2019.

does not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred

to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

TKK has not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any

debt or commitments of other entities, or purchased any non-financial assets.

TKK does not have any long-term

debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate

of TKK’s Chief Executive Officer and Chairman a monthly fee of $15,000 for general and administrative services, including

office space, utilities and administrative services provided to the Company.

TKK began incurring these fees on August 15, 2018

and will continue to incur these fees monthly until the earlier of the completion of the business combination and our liquidation.

Accounting Policies

4 unchanged sentences

Actual results could materially differ from those estimates.

We have identified the following critical

accounting policy:

TKK has identified the following critical

accounting policies:

shares subject to possible redemption

account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification

(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

Ordinary shares subject to mandatory redemption

is classified as a liability instrument and is measured at fair value.

Conditionally redeemable ordinary shares (including ordinary

shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence

of uncertain events not solely within our control) are classified as temporary equity.

At all other times, ordinary shares are

classified as shareholders’

Our ordinary shares feature certain redemption rights that are considered to be outside

of our control and subject to occurrence of uncertain future events.

Accordingly, at December 31, 2018, the ordinary shares subject

to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’

equity section

of our balance sheets.

Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards

Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

Ordinary shares subject to mandatory

redemption are classified as a liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including

ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon

the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

times, ordinary shares are classified as shareholders’

The Company’s ordinary shares feature certain redemption

rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of

the shareholders’

equity section of the Company’s balance sheets.

Net loss per ordinary share

net loss per ordinary share is computed by dividing adjusted net loss by the weighted average number of ordinary shares outstanding

for the period.

The Company applies the two-class method in calculating earnings per share.

Ordinary shares subject to possible

redemption at December 31, 2019 and 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded

from the calculation of basic adjusted net loss per share since such shares, if redeemed, only participate in their pro rata share

of the Trust Account earnings.

The Company has not considered the effect of (1) warrants sold in the Public Offering and private

placement to purchase 19,000,000 ordinary shares and (2) rights sold in the Initial Public Offering that convert into 2,500,000

ordinary shares in the calculation of diluted adjusted net loss per ordinary share, since the exercise of the warrants and the

conversion of the rights into ordinary shares are contingent upon the occurrence of future events.

As a result, diluted adjusted

net loss per ordinary share is the same as basic adjusted net loss per ordinary share for the periods presented.

accounting pronouncements

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material

effect on our financial statements.

effect on TKK’s financial statements.

Quantitative and Qualitative Disclosures about Market Risk

Financial Statements and Supplementary Data

Financial Statements that constitute Item 8 are included at the end of this report beginning on Page F-1.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity