Cheer Holding, Inc. Announces $15 Million Registered Direct Offering

Rhea-AI Summary

Cheer Holding (NASDAQ: CHR) announced a registered direct offering of 187,500,000 Class A ordinary shares (or pre-funded warrants) at $0.08 per share, expected to raise approximately $15 million in gross proceeds. The offering is expected to close on or about November 6, 2025, subject to customary closing conditions. Univest Securities is acting as sole placement agent. The offering is being made under a shelf registration statement on Form F-3 (File No. 333-279221) that the SEC declared effective on September 12, 2024. A final prospectus supplement and accompanying prospectus will be filed with the SEC and made available on the SEC website.

Positive

• Expected gross proceeds of $15.0 million
• Registered direct structure allows accelerated access to capital
• Offering relies on Form F-3 effective Sept 12, 2024

Negative

• Issuance of 187,500,000 shares may cause immediate shareholder dilution
• Use of pre-funded warrants could increase future dilution if exercised

Insights

Capital markets analyst

Cheer Holding is raising $15,000,000 via a registered direct sale of 187,500,000 shares at $0.08 each; closing expected Nov 6, 2025.

Issuing 187,500,000 Class A shares (or pre‑funded warrants) at $0.08 generates gross proceeds of roughly $15,000,000, providing immediate liquidity to the company. The raise uses an existing Form F-3 shelf declared effective on Sept 12, 2024, and will close subject to customary conditions with Univest Securities as placement agent.

Key dependencies and risks include share dilution from a large allotment and the timing of the close; dilution is explicit given the share count and low per‑share price. Monitor the actual closing on or about Nov 6, 2025, the filing of the final prospectus supplement, and any use‑of‑proceeds details in that supplement to judge how the proceeds affect liquidity and operating runway.

BEIJING, Nov. 05, 2025 (GLOBE NEWSWIRE) -- Cheer Holding, Inc. (NASDAQ: CHR) (the “Company”), today announced that it has entered into a definitive agreement with certain investors for the purchase and sale of an aggregate of 187,500,000 of the Company’s Class A ordinary shares, par value $0.001 per share (the “Shares”) (or pre-funded warrants in lieu thereof) at a purchase price of $0.08 per share in a registered direct offering.

The aggregate gross proceeds to the Company of this offering are expected to be approximately $15 million. The transaction is expected to close on or about November 6, 2025, subject to the satisfaction of customary closing conditions.

Univest Securities, LLC is acting as the sole placement agent.

The registered direct offering is being made pursuant to a shelf registration statement on Form F-3 (File No. 333-279221) previously filed by the Company and declared effective by the U.S. Securities and Exchange Commission (“SEC”) on September 12, 2024. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Univest Securities, LLC at info@univest.us, or by calling +1 (212) 343-8888.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying base prospectus will be filed by the Company and, upon filing, can be obtained at the SEC's website at www.sec.gov.

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.

Forward-Looking Statements

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. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the U.S. Securities and Exchange Commission.

For investor and media inquiries, please contact:

Wealth Financial Services LLC
Connie Kang, Partner
Email: ckang@wealthfsllc.com

Tel: +86 1381 185 7742 (CN)

FAQ

What is Cheer Holding (CHR) selling in the November 2025 registered direct offering?

The company is selling 187,500,000 Class A ordinary shares or pre-funded warrants at $0.08 per share.

How much capital will Cheer Holding (CHR) raise from the offering and when will it close?

The offering is expected to generate approximately $15 million in gross proceeds and to close on or about November 6, 2025, subject to customary conditions.

Who is the placement agent for Cheer Holding's (CHR) registered direct offering?

Univest Securities, LLC is acting as the sole placement agent for the transaction.

Under what registration is Cheer Holding (CHR) conducting the offering?

The offering is being made under a shelf registration on Form F-3 (File No. 333-279221), declared effective by the SEC on September 12, 2024.

Where can investors find the prospectus for Cheer Holding's (CHR) offering?

A final prospectus supplement and the accompanying prospectus will be filed with the SEC and available at www.sec.gov when posted.