Cheer Holding Announces Share Consolidation of Class A Ordinary Shares
Cheer Holding (NASDAQ: CHR) announced a 1-for-50 share consolidation of its Class A ordinary shares effective at 4:05 p.m. ET on December 22, 2025, with post-consolidation trading beginning on December 23, 2025 on Nasdaq under the symbol CHR.
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Rhea-AI Summary
Cheer Holding (NASDAQ: CHR) announced a 1-for-50 share consolidation of its Class A ordinary shares effective at 4:05 p.m. ET on December 22, 2025, with post-consolidation trading beginning on December 23, 2025 on Nasdaq under the symbol CHR. The Company expects issued and outstanding Class A shares to be reduced from 234,309,902 pre-consolidation to approximately 4,686,199 post-consolidation (subject to rounding).
Outstanding warrants and other equity rights will be proportionately adjusted, fractional shares will be rounded up, and the post-consolidation CUSIP will be G29973121. The Company said the consolidation is primarily intended to increase per-share price to help regain compliance after receiving a Nasdaq delisting notice on November 19, 2025; a hearing is scheduled for January 13, 2026.
Positive
- Share consolidation ratio: 1-for-50 effective Dec 22, 2025
- Issued Class A shares reduced to ~4,686,199 post-consolidation
- Outstanding warrants and equity rights will be proportionately adjusted
Negative
- Received Nasdaq delisting notification on Nov 19, 2025 after low closing prices
- Hearing on Nasdaq delisting scheduled for Jan 13, 2026; outcome uncertain
- Company stated there is no guarantee the consolidation will regain Nasdaq compliance
Details
News Market Reaction – CHR
On Dec 19, the day this news came out, CHR closed 19.25% below the previous close.
Data tracked by StockTitan Argus for the Dec 19 session.
Key Figures
- Share consolidation ratio
- 1-for-50
- Class A ordinary share consolidation ratio
- Pre-consolidation shares
- 234,309,902 shares
- Issued and outstanding Class A shares before consolidation
- Post-consolidation shares
- approximately 4,686,199 shares
- Issued and outstanding Class A shares after consolidation, subject to rounding
- Authorized Class A shares
- 10,000,000 shares
- Authorized Class A ordinary shares, par value US$0.05
- Authorized Class B shares
- 500,000 shares
- Authorized Class B ordinary shares, par value US$0.001
- Authorized preferred shares
- 2,000,000 shares
- Authorized preferred shares, par value US$0.0001
- Nasdaq low-price trigger
- $0.10 for 10 days
- Closing price at or below $0.10 for ten consecutive trading days
- Hearing date
- January 13, 2026
- Scheduled Nasdaq hearing on delisting determination
Historical Context
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Nasdaq determined to delist shares after extended low bid prices.
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Special Committee formed to evaluate two non-binding all-share acquisition bids.
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Registered direct offering of 187,500,000 shares or pre-funded warrants for $15M.
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Company received two preliminary non-binding proposals to acquire all shares.
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Launch of CHEERS Telepathy AI 3.0 portrait creation platform with new features.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
cusip regulatory
nasdaq capital market regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
Class A Ordinary Shares Will Begin Trading on a Post-Consolidation Adjusted Basis on
December 23, 2025
BEIJING, Dec. 19, 2025 (GLOBE NEWSWIRE) -- Cheer Holding, Inc. (NASDAQ: CHR) (“Cheer Holding,” “we” or the “Company”), a leading provider of next-generation mobile internet infrastructure and platform services, today announced that it intends to effect a share consolidation of its ordinary shares at a ratio of 1 post-split Class A ordinary share for every 50 pre-split ordinary shares (the “Share Consolidation”) so that every fifty (50) shares issued and outstanding will be combined into one (1) share. The Share Consolidation will become effective at 4:05 p.m. (New York time) on December 22, 2025 (the “Effective Time”).
The Company’s Class A ordinary shares will continue to be traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CHR” and will begin trading on a post-consolidation adjusted basis when the market opens on Tuesday, December 23, 2025. The CUSIP number for the Company’s Class A ordinary shares following the Share Consolidation will be G29973121.
As a result of the share consolidation the number of issued and outstanding Class A ordinary shares of the Company will be reduced from 234,309,902 pre-consolidation Class A ordinary shares to approximately 4,686,199 post-consolidation Class A ordinary shares, subject to adjustments for rounding. Outstanding warrants and other outstanding equity rights will be proportionately adjusted to reflect the Share Consolidation. No fractional shares will be issued as a result of the Share Consolidation. Instead, any fractional shares that would have resulted from the Share Consolidation will be rounded up to the next whole number. Upon the effectiveness of the Share Consolidation, the Company’s authorized share capital became US
The Share Consolidation is primarily intended to increase the Company’s per share trading price in order to maintain its listing on Nasdaq. As previously disclosed, on November 19, 2025, the Company received a notification letter from the Listing Qualifications Department of Nasdaq notifying the Company that the Staff has determined to delist the Company’s common stock from the Nasdaq Capital Market as a result of its common stock closing at a price of
Shareholders holding their shares in book-entry form or in “street name” (through a broker, bank or other holder of record) will have their shares automatically adjusted to reflect the Share Consolidation. Shareholders of record may direct questions concerning the Share Consolidation to the Company’s transfer agent, Continental Stock Transfer & Trust Company.
About Cheer Holding, Inc.
As a preeminent provider of next-generation mobile internet infrastructure and platform services in China, Cheer Holding is dedicated to building a digital ecosystem that integrates “platforms, applications, technology, and industry” into a cohesive digital eco-system, thereby creating a new, open business environment for web3.0 that leverages AI technology. The Company is developing a 5G+VR+AR+AI shared universe space that builds on cutting-edge technologies including blockchain, cloud computing, extended reality, and digital twin.
Cheer Holding’s portfolio includes a wide range of products and services, such as CHEERS Telepathy, CHEERS Video, CHEERS e-Mall, CHEERS Open Data, CheerReal, CheerCar, CheerChat, Polaris Intelligent Cloud, AI-animated short drama series, short video matrix, variety show series, Livestreaming, and more. These offerings provide diverse application scenarios that seamlessly blend “online/offline” and “virtual/reality” elements.
With “CHEERS+” at the core of Cheer Holding’s digital ecosystem, the Company is committed to utilizing innovative product applications and technologies to drive its long-term sustainable and scalable growth.
Safe Harbor Statement
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. These forward-looking statements include, but are not limited to, that the Share Consolidation will enable the Company to meet the minimum bid price requirement under the Nasdaq continued listing standards, or that the Company will be able to continue to have its Class A ordinary shares listed on The Nasdaq Capital Market. The Company is subject to a number of risks and uncertainties set forth in documents filed by the Company with the Securities and Exchange Commission from time to time, including the Company’s latest Annual Report on Form 20-F filed with the SEC on March 10, 2025. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Such information speaks only as of the date of this release.
For investor and media inquiries, please contact:
Wealth Financial Services LLC
Connie Kang, Partner
Email: ckang@wealthfsllc.com
Tel: +86 1381 185 7742 (CN)
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