Cheer Holding, Inc. — Major Shareholding Notification 2019

Feb 13, 2019

SC 13G 1 sc13g_tkk.htm SC 13G HGC Investment Management Inc.: Schedule 13G - Filed by newsfilecorp.com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

TKK Symphony Acquisition Corporation (Name of Issuer)

Ordinary Shares, $0.0001 par value per share (Title of Class of Securities)

G88950103 (CUSIP Number)

December 31, 2018 (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

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SCHEDULE 13G

CUSIP No. G88950103

1	Names of Reporting Persons HGC Investment Management Inc.
2	Check the appropriate box if a member
of a Group (see instructions) (a) [ ] (b) [ ]
3	Sec Use Only
4	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power 1,453,000
	6	Shared Voting Power 0
	7	Sole Dispositive Power 1,453,000
	8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned
by Each Reporting Person 1,453,000
10	Check box if the aggregate amount in
row (9) excludes certain shares (See Instructions) [ ]
11	Percent of class represented by
amount in row (9) 5.25%*
12	Type of Reporting Person (See
Instructions) FI

• See Item 4(b) of this Schedule 13G.

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Item 1.

(a)	Name of Issuer:
	The name of the issuer is TKK Symphony Acquisition
Corporation. (the
"Issuer").
(b)	Address of Issuer's Principal Executive
Offices:
	The Issuer’s principal executive offices are located at
c/o Texas Kang Kai Capital Management (Hong Kong) Limited, 2039, 2/F
United Center 95 Queensway Admiralty, Hong Kong.

Item 2.

(a)	Name of Person Filing:
	This statement is filed by HGC Investment Management
Inc., a company incorporated under the laws of Canada, which serves as the
investment manager to HGC Arbitrage Fund LP, an Ontario limited
partnership (the “Fund”), with respect to the Shares (as defined below)
held by the Reporting Person on behalf of the Fund.
	The filing of this statement should not be construed as
an admission that the Reporting Person is, for the purposes of Section 13
of the Act, the beneficial owner of the Shares reported herein.
(b)	Address of Principal Business Office or, if None,
Residence:
	The address of the business office of the Reporting
Person is 366 Adelaide, Suite 601, Toronto, Ontario M5V 1R9, Canada.
(c)	Citizenship:
	The citizenship of the Reporting Person is
Canada.
(d)	Title and Class of Securities:
	Ordinary Shares, $0.0001 par value per share (the "Shares")
(e)	CUSIP No.:
	The CUSIP number of the Ordinary Shares is G88950103.

ITEM 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

| (a) | [ ] | Broker or dealer registered under Section 15 of
the Act; |
| --- | --- | --- |
| (b) | [ ] | Bank as defined in Section 3(a)(6) of the
Act; |
| (c) | [ ] | Insurance company as defined in Section 3(a)(19)
of the Act; |
| (d) | [ ] | Investment company registered under Section 8 of
the Investment Company Act of 1940; |

| (e) | [ ] | An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); |
| --- | --- | --- |
| (f) | [ ] | An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F); |

| (g) | [ ] | A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G); |
| --- | --- | --- |
| (h) | [ ] | A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |

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| (i) | [ ] | A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940; |
| --- | --- | --- |
| (j) | [X] | A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J); |
| (k) | [ ] | Group, in accordance with Rule
240.13d-1(b)(1)(ii)(K). |

If filing as a non-U.S. institution in accordance with Rule 240.13d -1(b)(1)(ii)(J), please specify the type of institution:

The Reporting Person is an investment fund manager, portfolio manager and exempt market dealer registered with the Ontario Securities Commission.

ITEM 4. Ownership

The percentages used herein are calculated based upon 27,700,000 Shares reported to be outstanding as of August 20, 2018 as reported in the Company’s 8-K at August 20, 2018, filed with the Securities Exchange Commission on August 24, 2018.

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for the Reporting Person and is incorporated herein by reference.

| Item 5. | Ownership of Five Percent or Less of a
Class. |
| --- | --- |
| | Not applicable. |
| Item 6. | Ownership of more than Five Percent on
Behalf of Another Person. |
| | See Item 2. The Fund has the right to receive or
the power to direct the receipt of dividends or the proceeds from the sale
of more than 5% of the Shares. |
| Item 7. | Identification and classification of the
subsidiary which acquired the security being reported on by the
parent holding company or control person. |
| | Not applicable. |
| Item 8. | Identification and classification of members
of the group. |
| | Not applicable. |

Item 9.
Not applicable.

| Item 10. |
| --- |
| By signing below the Reporting Person certifies that, to
the best of its knowledge and belief, (i) the securities referred to above
were acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect and (ii) the foreign
regulatory schemes applicable to investment fund managers and
broker-dealers are substantially comparable to the regulatory schemes
applicable to the functionally equivalent U.S. institutions. The Reporting
Person also undertakes to furnish to the Commission staff, upon request,
information that would otherwise be disclosed in a Schedule 13D. |

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SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 11 th , 2019

HGC INVESTMENT MANAGEMENT INC.

By: /s/ Stuart Grant
Name: Stuart Grant
Title: Chief Compliance Officer

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