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FILED: NEW YORK COUNTY CLERK 05/20/2024 10:28 AM INDEX NO. 652569/2024
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 05/20/2024
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
TKK CAPITAL HOLDINGS, Index No.:
Plaintiff, SUMMONS
-against- Plaintiffs designate New York County
as the place of trial.
CHEER HOLDING, INC. f/k/a GLORY STAR NEW
MEDIA HOLDINGS LIMITED, The basis of venue is CPLR § 501.
Defendant.
TO THE ABOVE-NAMED DEFENDANTS:
YOU ARE HEREBY SUMMONED to answer the complaint in this action and to serve
a copy of your answer, or, if the complaint is not served with this summons, to serve a notice of
appearance, on the Plaintiff’s Attorneys within twenty (20) days after the service of this summons,
exclusive of the day of service (or within thirty (30) days after the service is complete if this
summons is not personally delivered to you within the State of New York). Should you fail to
appear or answer, judgment will be taken against you by default for the relief demanded in the
complaint.
Dated: New York, New York
May 17, 2024
THE MARKS LAW FIRM, PC
By: ______________________
Darren R. Marks, Esq.
155 E 55th Street, Suite 4H
New York, NY 1002
T:(646) 960-7820
F: (646) 770- 2639
E: darren@markslawpc.com
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TO: CHEER HOLDING, INC. f/k/a GLORY STAR NEW MEDIA HOLDINGS LIMITED
Maples Corporate Services Limited
P. O. Box 309
Ugland House,
South Church Street,
George Town,
Grand Cayman KY1-1104
Cayman Islands
CHEER HOLDING, INC. f/k/a GLORY STAR NEW MEDIA HOLDINGS LIMITED
2nd Floor, Block B, Xinhua Tech Bldg.
No. 8 Tuofangying Road
Chaoyang District, Beijing F4 00000
The People’s Republic of China.
*Service of documents by electronic means is declined.
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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
TKK CAPITAL HOLDINGS, Index No.:
Plaintiff, VERIFIED COMPLAINT
-against-
CHEER HOLDING, INC. f/k/a GLORY STAR NEW
MEDIA HOLDINGS LIMITED,
Defendant.
TKK Capital Holdings (“TKK Capital”), by and through its undersigned counsel, alleges
on personal knowledge as to its own acts and on information and belief as to all other matters, as
follows:
SUMMARY OF ACTION
1. This is an action for breach of contract arising out of the failure of Cheer Holding,
Inc. f/k/a Glory Star New Media Holdings Limited (“Glory Star”), to timely repay a loan to TKK
Capital the principal sum of Five Hundred Thousand Dollars ($500,000.00).
THE PARTIES
2. TKK Capital is a Cayman Islands exempted company organized under the laws of
the Cayman Islands, with business offices in Hong Kong SAR China.
3. Upon information and belief, Glory Star is a Cayman Islands exempted company
organized under the laws of the Cayman Islands, with business offices in The People’s Republic
of China.
JURISDICTION AND VENUE
4. Jurisdiction exists in this Court pursuant to New York General Obligations Law §
5-1402 because under the terms of the Promissory Note Extension (defined below) Glory Star
expressly agreed to personal and subject matter jurisdiction before this Court as follows:
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Governing Law. This Note and any claim, controversy or dispute arising
under or related thereto shall be governed by and construed in accordance
with the laws of the State of New York without regard to principles of
conflict of laws that would results (sic) in the application of any other
law than the laws of the State of New York. The Maker hereby
irrevocably submits to the exclusive jurisdiction of each United States
federal court and New York state court located in the Borough of
Manhattan, in the City of New York, New York, U.S.A. in any suit or
proceeding arising out of or relating to this Note.
5. Venue is proper in this county pursuant to CPLR § 501 because Glory Star
expressly and irrevocably submitted to the “…exclusive jurisdiction of each United States federal
court and New York state court located in the Borough of Manhattan, in the City of New York,
New York, U.S.A.
SERVICE OF PROCESS
6. TKK Capital intends to effect service of process upon Glory Star through the
issuance of letters rogatory under the Hague Convention on the Service Abroad of Judicial and
Extrajudicial Documents in Civil or Commercial Matters 1965. Such service of process may take
12 months or more, depending on how quickly the receiving nations process TKK Capital’s
requests.
SUMMARY OF RELEVANT FACTS
TKK Capital Loaned Glory Star $500,000.00
7. On February 17, 2020, Glory Star executed and tendered to TKK Capital a
Promissory Note signed by Bing Zhang (“Mr. Zhang”), in his capacity as a “Director” (the
“Original Note,” a copy of the Original Note is annexed as “Exhibit A”1) to induce TKK Capital
into loaning Glory Star Five Hundred Thousand Dollars ($500,000.00, the “Loan”).
1
The Original Note is incorporated into this Complaint by reference, with the same force and
effect had it been fully restated herein.
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8. Upon receipt of the Original Note, TKK Capital issued the Loan to Glory Star.
9. Pursuant to the terms of the Original Note, the Loan was to be paid back to TKK
Capital “on the first anniversary of the closing of Maker’s [Glory Star’s] business combination
with Glory Star New Media Group Limited (such date, the “Original Maturity Date”). The
principal balance may be prepaid at any time, at the election of Maker [Glory Star], in whole or in
part, without any prepayment penalty or premium.”
10. Pursuant to the terms of the Original Note, Glory Star would be in default if, inter
alia, Glory Star failed to pay the principal amount due pursuant to this Note within five (5) business
days of the Original Maturity Date.
11. Pursuant to the terms of the Original Note, upon Glory Star defaulting, TKK Capital
may, by written notice to Glory Star, “declare the Loan to be due immediately and payable without
presentment, demand, protest, or other notice of any kind.”
12. Pursuant to the terms of the Original Note, upon default, any unpaid sums due under
the Original Note shall automatically and immediately become due and payable, in all cases
without any action of TKK Capital.
Glory Star Did not Repay the $500,000.00 to TKK Capital
13. Upon information and belief arising from statements made by Glory Star, on
February 14, 2020, Glory Star closed on its business combination with Glory Star New Media
Group Limited.
14. Accordingly, the Original Maturity Date of the Original Note was February 14,
2021, the first anniversary of the closing of Glory Star’s business combination with Glory Star
New Media Group Limited.
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15. Glory Star did not repay the Loan due under the Original Note to TKK Capital
within five (5) business days of the Original Maturity Date.
16. Glory Star is in default of the Original Note.
17. Over the course of several conversations between Mr. Zhang and TKK Capital, Mr.
Zhang promised that Glory Star would repay the Loan to TKK Capital; however, no payments
have been made.
18. On September 28, 2022, TKK Capital sent Glory Star a “Demand for Payment,”
declaring the Loan in default and demanding payment.
19. Over the course of even more conversations between Mr. Zhang and TKK Capital,
Mr. Zhang made more promises that Glory Star would repay the Loan to TKK Capital; however,
no payments have been made.
20. Glory Star failed to cure its default.
Glory Star’s Securities and Exchange Commission Filings
21. On March 8, 2022, Glory Star filed its 2021 Annual Report, on SEC Form 20-F,
with the Securities and Exchange Commission (the “SEC”).
22. On August 8, 2022, Glory Star filed its Preliminary Proxy Statement, on SEC
Schedule 13E-3, with the SEC.
23. In these filings, Glory Star reported that “[o]n February 16, 2022, the US$500,000
due to TKK Symphony Sponsor 1 [i.e., the Maker] has been repaid in full.”
24. It is unknown why Glory Star identified TKK Capital as “TKK Symphony Sponsor
1” in its SEC filings when TKK Symphony Sponsor 1 was not a party to the Promissory Note or
Promissory Note Extension.
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25. Notwithstanding these statements to the SEC, Glory Star was actually in default of
the Original Note, and the Loan, which was not paid, was past due.
26. In TKK Capital’s September 28, 2022 (mentioned above), Glory Star is asked about
its incorrect statements to the SEC about the Loan being repaid; however, Glory Star never
meaningfully responded to these questions.
27. On October 16, 2022, TKK Capital sent a Second Demand Letter for Glory Star’s
repayment of the Loan; however, no payment was made.
Glory Star Tendered the Amended and Restated Promissory Note dated October 24, 2022
28. On October 24, 2022, approximately two months after Glory Star incorrectly
reported to the SEC that the Loan had been repaid, Glory Star executed and tendered to TKK
Capital the Amended and Restated Promissory Note signed by Mr. Zhang, in his capacity as a
“Director” (the “Promissory Note Extension,” a copy of the Promissory Note Extension is annexed
as “Exhibit B2”) to induce TKK Capital into providing Glory Star with additional time to repay
the Loan.
29. Pursuant to its terms, the Promissory Note Extension did not extinguish the
outstanding indebtedness evidenced by the Original Note and was not intended to be a substitution
or novation of the original indebtedness or instruments evidencing the same.
30. Pursuant to the terms of the Promissory Note Extension, the Original Note
continued in full force and effect except as specifically amended and restated by the Promissory
Note Extension. Moreover, Glory Star and TKK Capital agreed that the Original Note was
amended, restated, and replaced in its entirety with respect to the principal indebtedness evidenced
2
The Promissory Note Extension is incorporated into this Complaint by reference, with the same
force and effect had it been fully restated herein.
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in the Promissory Note Extension. Accordingly, the Original Note and the Promissory Note
Extension are collectively referred to herein as the “Promissory Note.”
31. Pursuant to the terms of the Promissory Note Extension, the Loan, initially made in
the Promissory Note, was to be paid back to TKK Capital upon the earlier of: i) January 31, 2023;
or ii) the date that is 30 days after the delisting of Glory Star’s ordinary shares, warrants and any
other securities from The Nadaq (sic) Capital Markets (the “Maturity Date Extension”).
32. Pursuant to the terms of the Promissory Note Extension, Glory Star would be in
Default if, inter alia, Glory Star failed to pay the principal amount by the Maturity Date Extension.
33. Pursuant to the terms of the Promissory Note Extension, upon Glory Star
Defaulting, TKK Capital may, by written notice to Glory Star, “declare the Loan to be due
immediately and payable without presentment, demand, protest or other notice of any kind.
34. Pursuant to the terms of the Promissory Note Extension, the unpaid all sums due
under the Promissory Note Extension shall automatically and immediately become due and
payable upon default without any action of TKK Capital.
35. Pursuant to the terms of the Promissory Note Extension, TKK Capital may seek to
recover its reasonable attorneys fees.
36. Glory Star did not repay the Loan due under the Promissory Note Extension to TKK
Capital on or before the Maturity Date Extension.
37. Glory Star is in Default of the Promissory Note Extension.
38. Over the course of several written and verbal conversations between Mr. Zhang and
TKK Capital, Mr. Zhang promised that Glory Star would repay the Loan; however, no payments
have been made.
39. Glory Star remains in default.
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FIRST CAUSE OF ACTION
(Breach of Contract)
40. Plaintiff repeats and realleges each of the allegations contained in the preceding
paragraphs of this Complaint as if fully set forth herein.
41. The Promissory Note and the Promissory Note Extension together and individually
constitute a valid and binding contract between Glory Star and TKK Capital.
42. Pursuant to the Promissory Note and the Promissory Note Extension, Glory Star
agreed to pay the Loan by the Original Maturity Date and then the Maturity Date Extension.
43. Glory Star breached the terms of the Promissory Note and the Promissory Note
Extension by failing to make due and timely payments of the Loan by the Original Maturity Date
and then the Maturity Date Extension. These outstanding payments amount to $500,000.00 and
remain unpaid by Glory Star.
44. TKK Capital performed its obligations under the Promissory Note and the
Promissory Note Extension.
45. Glory Star has no defenses for breaching the Promissory Note and the Promissory
Note Extension.
46. Glory Star has no defenses for failing to repay the Loan to TKK Capital.
47. Accordingly, the total amount of the Loan remains due and owed to TKK Capital
from Glory Star.
48. TKK Capital has been damaged by Glory Star’s breach of the Promissory Note and
the Promissory Note Extension because Glory Star has failed to repay the Loan to TKK Capital as
required by the Promissory Note and the Promissory Note Extension.
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49. On its First Cause of Action, TKK Capital is entitled to a money judgment against
Glory Star in an amount to be determined at trial but no less than $500,000.00, together with
interest, costs, and disbursements.
SECOND CAUSE OF ACTION
(Attorneys Fees)
50. Plaintiff repeats and realleges each of the allegations contained in the preceding
paragraphs of this Complaint as if fully set forth herein.
51. Pursuant to the terms of the Promissory Note Extension, TKK Capital is entitled to
recover its reasonable attorneys’ fees from Glory Star.
52. TKK Capital has and will continue to incur legal fees in prosecuting this action.
53. TKK Capital seeks judgment against Glory Star for its reasonable attorney fees and
costs, in an amount to be determined by this Court at trial, but not less than $55,000.00.
54. No amount of the sum sought in this cause of action has been paid by Glory Star.
Accordingly, the amount sought herein remains due and owed to TKK Capital.
55. On the Second cause of action, a judgment against all Defendants, jointly and
severally, for Plaintiff’s reasonable legal fees and costs in an amount to be determined by the Court
but not less than $55,000.00, together with costs and disbursements.
PRAYER FOR RELIEF
WHEREFORE, TKK Capital requests that judgment be entered against Glory Star
as follows:
i. On its First Cause of Action, TKK Capital is entitled to a money judgment
against Glory Star in an amount to be determined at trial but no less than
$500,000.00, together with interest, costs, and disbursements;
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ii. On the Second cause of action, a judgment against all Defendants, jointly
and severally, for Plaintiff’s reasonable legal fees and costs in an amount to
be determined by the Court but not less than $55,000.00, together with
costs, and disbursements; and
iii. Such other and further relief as this court deems just, proper, and equitable.
Dated: New York, New York
May 17, 2024
THE MARKS LAW FIRM, PC
By: ______________________
Darren R. Marks, Esq.
Attorneys for Plaintiff
155 E 55th Street, Suite 4H
New York, NY 1002
T:(646) 960-7820
F: (646) 770- 2639
E: darren@markslawpc.com
*Service of documents by electronic means is declined.
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VERIFICATION
STATEOF NEWYORK )
) ss.:
OF NEWYORK
COUNTY )
SING WANG,being duly sworn, deposes and says, that
I amthe CEOof Plaintiff TKKCAPITAL HOLDINGS.Both Plaintiff and I are physically
located outside the geographic boundaries of the United States, Puerto Rico, the United States
Virgin Islands, or any territory or insular possession subject to the territorial jurisdiction of the
United States.
I have read the foregoing Verified Complaint and know the contents thereof that the same
is true to my own knowledge, except as to matters set forth upon information and belief, and as to
those matters, I reasonably believe them to be true. The source of my knowledge, other than
personal knowledge, is the books and records maintained by the plaintiff in the course of its
business.
I affirm this on the day of May, 2024, under the penalties of perjury under the laws of
NewYork, which may include a fine or imprisonment, that the foregoing is true, and I understand
that this document may be filed in an action or proceeding in a court of law.
SING WANG
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Preview
FILED: NEW YORK COUNTY CLERK 05/20/2024 10:28 AM INDEX NO. 652569/2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 05/20/2024 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK TKK CAPITAL HOLDINGS, Index No.: Plaintiff, SUMMONS -against- Plaintiffs designate New York County as the place of trial. CHEER HOLDING, INC. f/k/a GLORY STAR NEW MEDIA HOLDINGS LIMITED, The basis of venue is CPLR § 501. Defendant. TO THE ABOVE-NAMED DEFENDANTS: YOU ARE HEREBY SUMMONED to answer the complaint in this action and to serve a copy of your answer, or, if the complaint is not served with this summons, to serve a notice of appearance, on the Plaintiff’s Attorneys within twenty (20) days after the service of this summons, exclusive of the day of service (or within thirty (30) days after the service is complete if this summons is not personally delivered to you within the State of New York). Should you fail to appear or answer, judgment will be taken against you by default for the relief demanded in the complaint. Dated: New York, New York May 17, 2024 THE MARKS LAW FIRM, PC By: ______________________ Darren R. Marks, Esq. 155 E 55th Street, Suite 4H New York, NY 1002 T:(646) 960-7820 F: (646) 770- 2639 E: darren@markslawpc.com 1 of 12 FILED: NEW YORK COUNTY CLERK 05/20/2024 10:28 AM INDEX NO. 652569/2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 05/20/2024 TO: CHEER HOLDING, INC. f/k/a GLORY STAR NEW MEDIA HOLDINGS LIMITED Maples Corporate Services Limited P. O. Box 309 Ugland House, South Church Street, George Town, Grand Cayman KY1-1104 Cayman Islands CHEER HOLDING, INC. f/k/a GLORY STAR NEW MEDIA HOLDINGS LIMITED 2nd Floor, Block B, Xinhua Tech Bldg. No. 8 Tuofangying Road Chaoyang District, Beijing F4 00000 The People’s Republic of China. *Service of documents by electronic means is declined. 2 2 of 12 FILED: NEW YORK COUNTY CLERK 05/20/2024 10:28 AM INDEX NO. 652569/2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 05/20/2024 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK TKK CAPITAL HOLDINGS, Index No.: Plaintiff, VERIFIED COMPLAINT -against- CHEER HOLDING, INC. f/k/a GLORY STAR NEW MEDIA HOLDINGS LIMITED, Defendant. TKK Capital Holdings (“TKK Capital”), by and through its undersigned counsel, alleges on personal knowledge as to its own acts and on information and belief as to all other matters, as follows: SUMMARY OF ACTION 1. This is an action for breach of contract arising out of the failure of Cheer Holding, Inc. f/k/a Glory Star New Media Holdings Limited (“Glory Star”), to timely repay a loan to TKK Capital the principal sum of Five Hundred Thousand Dollars ($500,000.00). THE PARTIES 2. TKK Capital is a Cayman Islands exempted company organized under the laws of the Cayman Islands, with business offices in Hong Kong SAR China. 3. Upon information and belief, Glory Star is a Cayman Islands exempted company organized under the laws of the Cayman Islands, with business offices in The People’s Republic of China. JURISDICTION AND VENUE 4. Jurisdiction exists in this Court pursuant to New York General Obligations Law § 5-1402 because under the terms of the Promissory Note Extension (defined below) Glory Star expressly agreed to personal and subject matter jurisdiction before this Court as follows: 3 of 12 FILED: NEW YORK COUNTY CLERK 05/20/2024 10:28 AM INDEX NO. 652569/2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 05/20/2024 Governing Law. This Note and any claim, controversy or dispute arising under or related thereto shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that would results (sic) in the application of any other law than the laws of the State of New York. The Maker hereby irrevocably submits to the exclusive jurisdiction of each United States federal court and New York state court located in the Borough of Manhattan, in the City of New York, New York, U.S.A. in any suit or proceeding arising out of or relating to this Note. 5. Venue is proper in this county pursuant to CPLR § 501 because Glory Star expressly and irrevocably submitted to the “…exclusive jurisdiction of each United States federal court and New York state court located in the Borough of Manhattan, in the City of New York, New York, U.S.A. SERVICE OF PROCESS 6. TKK Capital intends to effect service of process upon Glory Star through the issuance of letters rogatory under the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters 1965. Such service of process may take 12 months or more, depending on how quickly the receiving nations process TKK Capital’s requests. SUMMARY OF RELEVANT FACTS TKK Capital Loaned Glory Star $500,000.00 7. On February 17, 2020, Glory Star executed and tendered to TKK Capital a Promissory Note signed by Bing Zhang (“Mr. Zhang”), in his capacity as a “Director” (the “Original Note,” a copy of the Original Note is annexed as “Exhibit A”1) to induce TKK Capital into loaning Glory Star Five Hundred Thousand Dollars ($500,000.00, the “Loan”). 1 The Original Note is incorporated into this Complaint by reference, with the same force and effect had it been fully restated herein. 4 4 of 12 FILED: NEW YORK COUNTY CLERK 05/20/2024 10:28 AM INDEX NO. 652569/2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 05/20/2024 8. Upon receipt of the Original Note, TKK Capital issued the Loan to Glory Star. 9. Pursuant to the terms of the Original Note, the Loan was to be paid back to TKK Capital “on the first anniversary of the closing of Maker’s [Glory Star’s] business combination with Glory Star New Media Group Limited (such date, the “Original Maturity Date”). The principal balance may be prepaid at any time, at the election of Maker [Glory Star], in whole or in part, without any prepayment penalty or premium.” 10. Pursuant to the terms of the Original Note, Glory Star would be in default if, inter alia, Glory Star failed to pay the principal amount due pursuant to this Note within five (5) business days of the Original Maturity Date. 11. Pursuant to the terms of the Original Note, upon Glory Star defaulting, TKK Capital may, by written notice to Glory Star, “declare the Loan to be due immediately and payable without presentment, demand, protest, or other notice of any kind.” 12. Pursuant to the terms of the Original Note, upon default, any unpaid sums due under the Original Note shall automatically and immediately become due and payable, in all cases without any action of TKK Capital. Glory Star Did not Repay the $500,000.00 to TKK Capital 13. Upon information and belief arising from statements made by Glory Star, on February 14, 2020, Glory Star closed on its business combination with Glory Star New Media Group Limited. 14. Accordingly, the Original Maturity Date of the Original Note was February 14, 2021, the first anniversary of the closing of Glory Star’s business combination with Glory Star New Media Group Limited. 5 5 of 12 FILED: NEW YORK COUNTY CLERK 05/20/2024 10:28 AM INDEX NO. 652569/2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 05/20/2024 15. Glory Star did not repay the Loan due under the Original Note to TKK Capital within five (5) business days of the Original Maturity Date. 16. Glory Star is in default of the Original Note. 17. Over the course of several conversations between Mr. Zhang and TKK Capital, Mr. Zhang promised that Glory Star would repay the Loan to TKK Capital; however, no payments have been made. 18. On September 28, 2022, TKK Capital sent Glory Star a “Demand for Payment,” declaring the Loan in default and demanding payment. 19. Over the course of even more conversations between Mr. Zhang and TKK Capital, Mr. Zhang made more promises that Glory Star would repay the Loan to TKK Capital; however, no payments have been made. 20. Glory Star failed to cure its default. Glory Star’s Securities and Exchange Commission Filings 21. On March 8, 2022, Glory Star filed its 2021 Annual Report, on SEC Form 20-F, with the Securities and Exchange Commission (the “SEC”). 22. On August 8, 2022, Glory Star filed its Preliminary Proxy Statement, on SEC Schedule 13E-3, with the SEC. 23. In these filings, Glory Star reported that “[o]n February 16, 2022, the US$500,000 due to TKK Symphony Sponsor 1 [i.e., the Maker] has been repaid in full.” 24. It is unknown why Glory Star identified TKK Capital as “TKK Symphony Sponsor 1” in its SEC filings when TKK Symphony Sponsor 1 was not a party to the Promissory Note or Promissory Note Extension. 6 6 of 12 FILED: NEW YORK COUNTY CLERK 05/20/2024 10:28 AM INDEX NO. 652569/2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 05/20/2024 25. Notwithstanding these statements to the SEC, Glory Star was actually in default of the Original Note, and the Loan, which was not paid, was past due. 26. In TKK Capital’s September 28, 2022 (mentioned above), Glory Star is asked about its incorrect statements to the SEC about the Loan being repaid; however, Glory Star never meaningfully responded to these questions. 27. On October 16, 2022, TKK Capital sent a Second Demand Letter for Glory Star’s repayment of the Loan; however, no payment was made. Glory Star Tendered the Amended and Restated Promissory Note dated October 24, 2022 28. On October 24, 2022, approximately two months after Glory Star incorrectly reported to the SEC that the Loan had been repaid, Glory Star executed and tendered to TKK Capital the Amended and Restated Promissory Note signed by Mr. Zhang, in his capacity as a “Director” (the “Promissory Note Extension,” a copy of the Promissory Note Extension is annexed as “Exhibit B2”) to induce TKK Capital into providing Glory Star with additional time to repay the Loan. 29. Pursuant to its terms, the Promissory Note Extension did not extinguish the outstanding indebtedness evidenced by the Original Note and was not intended to be a substitution or novation of the original indebtedness or instruments evidencing the same. 30. Pursuant to the terms of the Promissory Note Extension, the Original Note continued in full force and effect except as specifically amended and restated by the Promissory Note Extension. Moreover, Glory Star and TKK Capital agreed that the Original Note was amended, restated, and replaced in its entirety with respect to the principal indebtedness evidenced 2 The Promissory Note Extension is incorporated into this Complaint by reference, with the same force and effect had it been fully restated herein. 7 7 of 12 FILED: NEW YORK COUNTY CLERK 05/20/2024 10:28 AM INDEX NO. 652569/2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 05/20/2024 in the Promissory Note Extension. Accordingly, the Original Note and the Promissory Note Extension are collectively referred to herein as the “Promissory Note.” 31. Pursuant to the terms of the Promissory Note Extension, the Loan, initially made in the Promissory Note, was to be paid back to TKK Capital upon the earlier of: i) January 31, 2023; or ii) the date that is 30 days after the delisting of Glory Star’s ordinary shares, warrants and any other securities from The Nadaq (sic) Capital Markets (the “Maturity Date Extension”). 32. Pursuant to the terms of the Promissory Note Extension, Glory Star would be in Default if, inter alia, Glory Star failed to pay the principal amount by the Maturity Date Extension. 33. Pursuant to the terms of the Promissory Note Extension, upon Glory Star Defaulting, TKK Capital may, by written notice to Glory Star, “declare the Loan to be due immediately and payable without presentment, demand, protest or other notice of any kind. 34. Pursuant to the terms of the Promissory Note Extension, the unpaid all sums due under the Promissory Note Extension shall automatically and immediately become due and payable upon default without any action of TKK Capital. 35. Pursuant to the terms of the Promissory Note Extension, TKK Capital may seek to recover its reasonable attorneys fees. 36. Glory Star did not repay the Loan due under the Promissory Note Extension to TKK Capital on or before the Maturity Date Extension. 37. Glory Star is in Default of the Promissory Note Extension. 38. Over the course of several written and verbal conversations between Mr. Zhang and TKK Capital, Mr. Zhang promised that Glory Star would repay the Loan; however, no payments have been made. 39. Glory Star remains in default. 8 8 of 12 FILED: NEW YORK COUNTY CLERK 05/20/2024 10:28 AM INDEX NO. 652569/2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 05/20/2024 FIRST CAUSE OF ACTION (Breach of Contract) 40. Plaintiff repeats and realleges each of the allegations contained in the preceding paragraphs of this Complaint as if fully set forth herein. 41. The Promissory Note and the Promissory Note Extension together and individually constitute a valid and binding contract between Glory Star and TKK Capital. 42. Pursuant to the Promissory Note and the Promissory Note Extension, Glory Star agreed to pay the Loan by the Original Maturity Date and then the Maturity Date Extension. 43. Glory Star breached the terms of the Promissory Note and the Promissory Note Extension by failing to make due and timely payments of the Loan by the Original Maturity Date and then the Maturity Date Extension. These outstanding payments amount to $500,000.00 and remain unpaid by Glory Star. 44. TKK Capital performed its obligations under the Promissory Note and the Promissory Note Extension. 45. Glory Star has no defenses for breaching the Promissory Note and the Promissory Note Extension. 46. Glory Star has no defenses for failing to repay the Loan to TKK Capital. 47. Accordingly, the total amount of the Loan remains due and owed to TKK Capital from Glory Star. 48. TKK Capital has been damaged by Glory Star’s breach of the Promissory Note and the Promissory Note Extension because Glory Star has failed to repay the Loan to TKK Capital as required by the Promissory Note and the Promissory Note Extension. 9 9 of 12 FILED: NEW YORK COUNTY CLERK 05/20/2024 10:28 AM INDEX NO. 652569/2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 05/20/2024 49. On its First Cause of Action, TKK Capital is entitled to a money judgment against Glory Star in an amount to be determined at trial but no less than $500,000.00, together with interest, costs, and disbursements. SECOND CAUSE OF ACTION (Attorneys Fees) 50. Plaintiff repeats and realleges each of the allegations contained in the preceding paragraphs of this Complaint as if fully set forth herein. 51. Pursuant to the terms of the Promissory Note Extension, TKK Capital is entitled to recover its reasonable attorneys’ fees from Glory Star. 52. TKK Capital has and will continue to incur legal fees in prosecuting this action. 53. TKK Capital seeks judgment against Glory Star for its reasonable attorney fees and costs, in an amount to be determined by this Court at trial, but not less than $55,000.00. 54. No amount of the sum sought in this cause of action has been paid by Glory Star. Accordingly, the amount sought herein remains due and owed to TKK Capital. 55. On the Second cause of action, a judgment against all Defendants, jointly and severally, for Plaintiff’s reasonable legal fees and costs in an amount to be determined by the Court but not less than $55,000.00, together with costs and disbursements. PRAYER FOR RELIEF WHEREFORE, TKK Capital requests that judgment be entered against Glory Star as follows: i. On its First Cause of Action, TKK Capital is entitled to a money judgment against Glory Star in an amount to be determined at trial but no less than $500,000.00, together with interest, costs, and disbursements; 10 10 of 12 FILED: NEW YORK COUNTY CLERK 05/20/2024 10:28 AM INDEX NO. 652569/2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 05/20/2024 ii. On the Second cause of action, a judgment against all Defendants, jointly and severally, for Plaintiff’s reasonable legal fees and costs in an amount to be determined by the Court but not less than $55,000.00, together with costs, and disbursements; and iii. Such other and further relief as this court deems just, proper, and equitable. Dated: New York, New York May 17, 2024 THE MARKS LAW FIRM, PC By: ______________________ Darren R. Marks, Esq. Attorneys for Plaintiff 155 E 55th Street, Suite 4H New York, NY 1002 T:(646) 960-7820 F: (646) 770- 2639 E: darren@markslawpc.com *Service of documents by electronic means is declined. 11 11 of 12 FILED: NEW YORK COUNTY CLERK 05/20/2024 10:28 AM INDEX NO. 652569/2024 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 05/20/2024 VERIFICATION STATEOF NEWYORK ) ) ss.: OF NEWYORK COUNTY ) SING WANG,being duly sworn, deposes and says, that I amthe CEOof Plaintiff TKKCAPITAL HOLDINGS.Both Plaintiff and I are physically located outside the geographic boundaries of the United States, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the territorial jurisdiction of the United States. I have read the foregoing Verified Complaint and know the contents thereof that the same is true to my own knowledge, except as to matters set forth upon information and belief, and as to those matters, I reasonably believe them to be true. The source of my knowledge, other than personal knowledge, is the books and records maintained by the plaintiff in the course of its business. I affirm this on the day of May, 2024, under the penalties of perjury under the laws of NewYork, which may include a fine or imprisonment, that the foregoing is true, and I understand that this document may be filed in an action or proceeding in a court of law. SING WANG 12 12 of 12