================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               -------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported) December 16, 2005
                                                        -----------------

                                SPATIALIGHT, INC.
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

          New York                       000-19828               16-1363082
--------------------------------------------------------------------------------
(State or Other Jurisdiction            (Commission             (IRS Employer
      of Incorporation)                File Number)          Identification No.)

Five Hamilton Landing, Suite 100, Novato, California                    94949
--------------------------------------------------------------------------------
      (Address of Principal Executive Offices)                       (Zip Code)

Registrant's telephone number, including area code                (415) 883-1693
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
           following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))


                                     - 1 -
<PAGE>

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement.

On December 16, 2005, we borrowed $224,000 from Robert A. Olins, our Chief
Executive Officer and a director. Mr. Olins obtained these funds by drawing down
on a personal line of credit from a bank, which is the same bank that we utilize
for our domestic commercial banking requirements. Based upon discussions among
Mr. Olins and other members of our Board of Directors, we have agreed to repay
the borrowed funds to Mr. Olins on the same terms that he agreed to with the
bank, pending final formal approval by our Board. Therefore, we are required to
repay the full principal amount of the loan plus interest at a rate of 8.25% per
annum on February 16, 2006, the maturity date. We have also agreed to reimburse
Mr. Olins for a $30,000 fee that he was required to pay to the bank in
connection with the loan. Mr. Olins will participate in the Board's discussion
of this matter, but will abstain from voting on whether to approve the
transaction.

In the third and fourth quarter of 2005, our wholly-owned subsidiary SpatiaLight
Korea, Inc. entered into revolving credit facilities with three separate South
Korean banks. Two of these credit facilities bear fixed interest rates of 8.79%
and 10.88% per annum, respectively, and the other credit facility bears a
variable interest rate currently of 6.82% per annum, which is benchmarked
against the yield of a 365-day Korean bank debenture. Interest under each of the
credit facilities is payable monthly. As of the date of this filing, there is
478,048,372 Korean Won (approximately $474,400) drawn down against these credit
facilities with 221,951,628 (approximately $220,700) remaining available. We are
required to repay drawn down funds on the credit facilities by the final
termination dates of each of the respective credit facilities, which are
currently as follows: 86,653,254 Korean Won (approximately $86,200) by April 10,
2006, 196,137,255 Korean Won (approximately $195,100) by September 22, 2006 and
195,257,863 Korean Won (approximately $194,200) by October 27, 2006.

We believe that the aggregate amount of the financial obligations described in
the preceding two paragraphs currently constitutes a material amount of
short-term debt obligations. We expect to raise capital through a financing
transaction to fund our working capital requirements and to repay our debt
obligations to Mr. Olins in the near future, although there can be no assurances
that we will complete a financing.


                                     - 2 -
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: December 22, 2005

                                        SPATIALIGHT, INC.


                                        By:
                                            ------------------------------------
                                        Name: Robert A. Olins
                                        Title: Chief Executive Officer


                                     - 3 -
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================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               -------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported) December 16, 2005
                                                        -----------------

                                SPATIALIGHT, INC.
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

          New York                       000-19828               16-1363082
--------------------------------------------------------------------------------
(State or Other Jurisdiction            (Commission             (IRS Employer
      of Incorporation)                File Number)          Identification No.)

Five Hamilton Landing, Suite 100, Novato, California                    94949
--------------------------------------------------------------------------------
      (Address of Principal Executive Offices)                       (Zip Code)

Registrant's telephone number, including area code                (415) 883-1693
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
           following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

                                     - 1 -
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement.

On December 16, 2005, we borrowed $224,000 from Robert A. Olins, our Chief
Executive Officer and a director. Mr. Olins obtained these funds by drawing down
on a personal line of credit from a bank, which is the same bank that we utilize
for our domestic commercial banking requirements. Based upon discussions among
Mr. Olins and other members of our Board of Directors, we have agreed to repay
the borrowed funds to Mr. Olins on the same terms that he agreed to with the
bank, pending final formal approval by our Board. Therefore, we are required to
repay the full principal amount of the loan plus interest at a rate of 8.25% per
annum on February 16, 2006, the maturity date. We have also agreed to reimburse
Mr. Olins for a $30,000 fee that he was required to pay to the bank in
connection with the loan. Mr. Olins will participate in the Board's discussion
of this matter, but will abstain from voting on whether to approve the
transaction.

In the third and fourth quarter of 2005, our wholly-owned subsidiary SpatiaLight
Korea, Inc. entered into revolving credit facilities with three separate South
Korean banks. Two of these credit facilities bear fixed interest rates of 8.79%
and 10.88% per annum, respectively, and the other credit facility bears a
variable interest rate currently of 6.82% per annum, which is benchmarked
against the yield of a 365-day Korean bank debenture. Interest under each of the
credit facilities is payable monthly. As of the date of this filing, there is
478,048,372 Korean Won (approximately $474,400) drawn down against these credit
facilities with 221,951,628 (approximately $220,700) remaining available. We are
required to repay drawn down funds on the credit facilities by the final
termination dates of each of the respective credit facilities, which are
currently as follows: 86,653,254 Korean Won (approximately $86,200) by April 10,
2006, 196,137,255 Korean Won (approximately $195,100) by September 22, 2006 and
195,257,863 Korean Won (approximately $194,200) by October 27, 2006.

We believe that the aggregate amount of the financial obligations described in
the preceding two paragraphs currently constitutes a material amount of
short-term debt obligations. We expect to raise capital through a financing
transaction to fund our working capital requirements and to repay our debt
obligations to Mr. Olins in the near future, although there can be no assurances
that we will complete a financing.

                                     - 2 -
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: December 22, 2005

                                        SPATIALIGHT, INC.

                                        By:
                                            ------------------------------------
                                        Name: Robert A. Olins
                                        Title: Chief Executive Officer

                                     - 3 -